Greenland Mines Ltd

false --12-31 0001907223 0001907223 2026-09-01 2026-09-01 0001907223 us-gaap:CommonStockMember 2026-09-01 2026-09-01 0001907223 GRML:WarrantsMember 2026-09-01 2026-09-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2026 Greenland Mines Ltd. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commission File Number) (IRS Employer Identification No.) 1300 South Boulevard , Suite D Charlotte , NC 28203 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code ( 833 ) 931-6330 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock GRML The Nasdaq Stock Market LLC Warrants GRMLW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 – Entry into Material Agreement On September 1, 2026, Greenland Mines Ltd, a Delaware corporation (the “Company”) entered into an Amendment to the Agreement and Plan of Merger (this “Amendment”) dated as of May 20, 2026 by and among Company, Greenland Rare Earths Corp., a Delaware corporation (“Merger Sub”), Neo North Star Resources, Inc., a Delaware corporation (“Neo”), the stockholders of Neo, and Lazaros Nikeas, as the representative of the stockholders of Neo (the “Neo Stockholder Representative”). The Amendment (a) substituted a new parent entity, NNSR Holdings Inc., a Delaware corporation and sole stockholder of Neo for Neo under the May 20, 2026 Agreement and Plan of Merger (the “Merger Agreement”) and (b) fixed the equity consideration payable by the Company under the Merger Agreement as 1,040,676 newly issued shares of Company’s common stock and 359,324 newly issued shares of a newly designated series of the Company’s preferred stock. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference. Item 2.01 – Completion of Acquisition or Disposition of Assets On September 1, 2026, (the “Closing Date”), at the closing of the Merger Agreement, NNSR Holdings Inc. merged into Merger Sub with Merger Sub being the surviving entity (the “Acquisition”). The Acquisition did not result in a change of control of the Company or a change in the executive officers and directors of the Company. The acquisition resulted in the indirect transfer to the Company of the mineral license for the Sarfartoq mineral project in Greenland. The closing follows the Company’s release of an independent Initial Assessment for Sarfartoq, which demonstrated compelling project economics. Under the high case, the Project has an estimated pre-tax net present value (“NPV”) of approximately $2.05 billion and a pre-tax internal rate of return (“IRR”) of 118.6%, including Indicated and Inferred Mineral Resources. The Initial Assessment is based entirely on the ST1 deposit, which occupies well under 1% of the 191-square-kilometer Sarfartoq mineral exploration license, with five additional known rare earth occurrences along the approximately 32-kilometer outer ring structure remaining largely untested. Item 3.02 – Unregistered Sales of Equity Securities On September 1, 2026, the Company issued to the former stockholders of NNSR Holdings Inc., a total of 1,040,676 newly issued shares of Company’s common stock and 359,324 newly issued shares of the Company’s Series R preferred stock. The issuance of the securities described above was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder and/or Regulation S. The recipients represented that they are “accredited investors” as defined in Rule 501(a) of Regulation D and that the securities were acquired for investment and not with a view to distribution. The securities were offered without general solicitation or advertising and represented the consideration paid under the Merger Agreement. A description of the Series R Preferred Stock is set forth in Item 5.03 below and incorporated into this Item 3.02 by reference. 1 Item 5.03 – Amendments to Articles of Incorporation On September 1, 2026, the Board of Directors of the Company, pursuant to a Certificate of Designation, designated a new series of the Company’s preferred stock to be known as Series R Preferred Stock (the “Certificate of Designation”). The Certificate of Designation authorized a total of 359,324 shares of Series R Preferred Stock. A summary of rights and privileges of the Series R Preferred Stock is as follows: Dividends - The holders of shares of Series R Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, dividends an as-converted basis, pari passu with all holders of Common Stock. Voting - After approval by the Company’s stockholders at a special or annual meeting of the Company’s stockholders, the holders of Series R Preferred Stock shall vote together with the holders of Common Stock and any other class or series of capital stock entitled to vote thereon as a single class on all matters submitted to a vote of stockholders of the Corporation. Each share of Series R Preferred Stock shall entitle the holder thereof to a number of votes equal to the number of shares of Common Stock into which such shares of Series C Preferred Stock is then convertible. The shares of Series R Preferred Stock shall not be entitled to vote prior to the stockholder approval. Conversion – At any time after approval by the Company’s stockholders, each share of Series R Preferred Stock shall be convertible into one (1) share of the Company’s common stock. Holders of shares of Series R Preferred Stock shall have no conversion rights prior to the approval of the Company’s stockholders. The foregoing description of the Series R Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation of the Series R Preferred Stock, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference. In addition, on September 3, 2026, the Board of Directors of the Company and the holders of a majority in interest of the Company’s Series C Preferred Stock agreed to amend the Certificate of Designation for the Series C Preferred Stock in order to limit the conversion of shares of the Series C Preferred Stock into shares of Common stock until the earlier of (i) January 8, 2027 and (ii) the next trading