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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):
June 18, 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
3.02. Unregistered Sales of Equity Securities
On June 18, 2026, Greenland Mines Ltd. (the “Company”)
completed the private placement contemplated by that certain Securities Purchase Agreement, dated June 15, 2026, by and among the Company
and the purchasers named therein (the “Purchasers”). A copy of the Securities Purchase Agreement is included as Exhibit 10.1
to the Company’s Form 8-K filed on June 17, 2026.
At the closing of the private placement, the Company issued to the
Purchasers an aggregate of 15,000,000 shares of the Company’s common stock. The sale of the common stock resulted in aggregate gross
proceeds to the Company of approximately $3,750,000.
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. The Purchasers 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.
Item
9.01 Financial Statements and Exhibits.
Exhibits
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: June 25, 2026
GREENLAND MINES LTD.
By:
/s/ Joseph Sinkule
Name:
Joseph Sinkule
Title:
Chief Executive Officer