Lock-up agreement15 Apr 2026 14:49
I am trying to make sense of the lock-up agreements - as an S-1 doesn't give the right to change the original terms (sell shares subject to lock-up). It took me a while to understand it, I will give my interpretation of it. If this is incorrect, please advise. hTTps://www.sec.gov/Archives/edgar/data/2093507/000182912626003406/greenlandenergy_s1.htm#a_020
Page 41 references the lock-up agreement. Key messages
* Based on shares of our capital stock outstanding as of the date of this prospectus, we have approximately 26,155,232 shares of common stock outstanding. Of these shares, approximately 20,000,000 shares are held by former March GL shareholders and approximately 1,500,000 shares are held by former Greenland shareholders, each of which are subject to the Lock-up Agreement entered into in connection with the Business Combination. Our Sponsor and its affiliates hold approximately 2,390,000 shares that were subject to the 180-day Founder Share lock-up. Former SPAC public shareholders hold approximately 1,925,377 shares.
* The market price for shares of our common stock may drop significantly when such securities are sold in the public markets. A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.
In summary - most shares are subject to lock-ups, you would think March GL would be subject to 180 day lock-up? I would given they are main beneficiaries of this deal. Further, note the risk on selling shares in open market.
Now turn to page 'Alt-5' towards the bottom of document.
* Lock-Up Agreements. The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares for a period ending 180 days after the completion of the Business Combination. The holders of the Private Placement Units agreed not to transfer any ownership interest in their Private Placement Units, except to permitted transferees, until 30 days following the completion of the Business Combination.
I would have thought RP would be a founder, it appears not. The March GL sharesholders are able to sell their shares after 30 days, not much of a lock-in.
So RP can sell his 7.8m shares (worth $47m at 6.37) and RM can sell his 1.84m shares ($11.7m) without being held accountable to deliver the drilling this year. I'm not suggesting they would sell all their shares and leave us high and dry but does make you wonder who did the due diligence on this deal.
How much did RM pay for his 1.84m shares ? if he purchased the shares prior to listing, then he should have paid market value $10 per share - if he did then $18m should be sitting on the GLND balance sheet - unfortunately I can't validate this because GLND provided a pre-merger balance sheet.
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