Greenland Energy Co

As filed with the U.S. Securities and Exchange Commission on April 10, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GREENLAND ENERGY COMPANY

(Exact Name of Registrant as Specified in Its Charter)

3400 East Bayaud Avenue, Suite 400

Denver, Colorado 80209

Tel: (918)361-7000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Robert Price

Chief Executive Officer

3400 East Bayaud Avenue, Suite 400

Denver, Colorado 80209

Tel: (918)361-7000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

The Resale Prospectus is substantially identical to the Public Offering Prospectus, except for the following principal points:

The registrant has included in this registration statement a set of alternate pages after the outside back cover page of the Public Offering Prospectus, which we refer to as the Alternate Pages, to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the registrant. The Resale Prospectus will be substantially identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the selling stockholders.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities nor may we accept offers to buy these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Shares of Common Stock

Pre-funded Warrants to Purchase Shares of Common Stock

Shares of Common Stock Underlying such Pre-funded Warrants

Common Warrants to Purchase Shares of Common Stock

Shares of Common Stock Underlying such Common Warrants

Greenland Energy Company

We are offering shares of our common stock, par value $0.001 per share, and warrants to purchase up to shares of common stock (the “Common Warrants”), pursuant to this prospectus. The combined public offering price for each share of our common stock, together with one Common Warrant, is $ . Each share of our common stock, or a Pre-funded Warrant in lieu thereof (as described below), is being sold together with one Common Warrant. Each Common Warrant will have an exercise price of $ per share, will be exercisable immediately and will expire on the fifth anniversary of the date of issuance. The shares of our common stock and the Common Warrants are immediately separable and will be issued separately, but will be purchased together in this offering. This prospectus also relates to the offering of the common stock issuable upon exercise of the Common Warrants.

We are also offering pre-funded warrants to purchase up to shares of Common Stock (“Pre-funded Warrants”), in lieu of shares of Common Stock, exercisable at an exercise price of $0.001, to those purchasers whose purchase of Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering. Each Pre-funded Warrant is being issued together with the same Common Warrant described above being issued with each share of Common Stock. The combined purchase price of each Pre-funded Warrant, together with one accompanying Common Warrant, is $ . The Pre-funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. The Pre-funded Warrants and the Common Warrants are immediately separable and will be issued separately, but they will be purchased together in this offering. This prospectus also relates to the offering of the Common Stock issuable upon exercise of the Pre-funded Warrants. In this prospectus, we sometimes refer to the Common Warrants and the Pre-Funded Warrants together as the “Warrants.”

At the same time as the offering set forth in this prospectus, we are registering the resale of 14,196,822 shares of Common Stock (13,401,822 of which are subject to lockup agreements), the prospectus of which was filed as part of the same registration statement of which this prospectus forms a part (the “Resale Prospectus”).

Shares of our Common Stock are listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “GLND”. On April 8, 2026, the last reported sales price of our Common Stock was $8.64 per share. There is no established trading market for the Pre-funded Warrants or the Common Warrants, and we do not intend to list the Pre-funded Warrants or the Common Warrants on any securities exchange or nationally recognized trading system.

The offering price per share of Common Stock will be determined by us at the time of pricing, may be at a discount to the current market price, and the recent market price used throughout this prospectus may not be indicative of the final offering price.

We are an “emerging growth company” and a “smaller reporting company” under the applicable federal securities laws and will be subject to reduced disclosure and public company reporting requirements. See “Summary - Implications of Being an Emerging Growth Company and Smaller Reporting Company.”

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An investment in our securities involves a high degree of risk. You should carefully consider the risk factors set forth under “Risk Factors” beginning on page 21 of this prospectus before you make your decision to invest in our Common Stock, Pre-funded Warrants, or Common Warrants.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The delivery to purchasers of the securities in this offering is expected to be made on or about , 2026, subject to the satisfaction of customary closing conditions.

ThinkEquity

The date of this prospectus is , 2026

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