Greenland Mines to acquire Neo North Star for $35M

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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): May 20, 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
May 20, 2026, Greenland Mines Ltd (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Neo North Star Resources, Inc, a Delaware corporation (“Neo North Star”) and the stockholders of Neo North Star. Pursuant
to the terms of the Merger Agreement, at the closing, Neo North Star will merge into Greenland Rare Earths Corp., a Delaware corporation
and wholly owned subsidiary of the Company (“Merger Sub”), with Merger Sub being the surviving entity. Pursuant to the Merger
Agreement, as consideration for the Merger, at the closing, the stockholders of Neo North Star will receive a total of $35,000,000 payable
in the form of $20,000,000 in cash and $15,000,000 in newly issued shares of the Company’s common stock to be valued at a price
per share equal to the volume-weighted average trading price of such shares for the twenty (20) trading days immediately preceding the
date of execution of the Merger Agreement. The Merger Agreement contains customary representations and warranties of the parties.

 

The
closing of the Merger Agreement is subject to customary closing and is also subject to the approval from the government of
Greenland under section 69 of the Greenland Mineral Activities Act to the indirect transfer of the mineral rights currently held by
Neo North Star.

 

The
foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger
Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits
 
Description

10.1
 
Agreement and Plan of Merger

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: May 21, 2026
GREENLAND MINES LTD

 
 
 

 
By:
/s/ Joseph
Sinkule

 
Name: 
Joseph Sinkule

 
Title:
Chief Executive Officer