Flag Ship Acquisition Corp

Flag Ship Acquisition Corporation

Type and purpose

• Cayman Islands exempted company formed on May 14, 2018.
• Special Purpose Acquisition Company (SPAC) formed to complete a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more target businesses.
• After a business combination, public shareholders would own interests in the resulting company.

Public offering and funding

• IPO completed June 20, 2024 at $10.00 per unit.
• Units sold: 6,900,000; gross proceeds: $69,000,000.
• Each unit included one ordinary share and one right to receive one-tenth of an ordinary share upon completion of a business combination.
• Private placement: 238,000 Private Placement Units sold to sponsor at $10.00 per unit; gross proceeds: $2,380,000.
• Total gross proceeds from IPO and private placement: $71,380,000.
• Transaction costs: $3,448,233 (including underwriting commissions and related costs).
• Trust account: $69,000,000 placed in a U.S.-based trust at closing (composed of $67,545,000 from the IPO proceeds and $1,455,000 from Private Placement Units; includes up to $1,725,000 of the underwriter’s deferred discount).
• As of December 31, 2025, cash and investments held in the trust account were $33,080,038 (non-current assets).

Use of funds and liquidity

• Funds held in the trust account are not available for general use until the completion of a business combination or specified redemption events; interest on those funds may be released to pay taxes.
• Working capital deficit as of December 31, 2025: $1,438,801, excluding trust assets and deferred underwriting commissions (non-current liabilities of $1,725,000).

Proposed and potential business combinations

• October 21, 2024: Entered into an Agreement and Plan of Merger with Great Rich Technologies Limited (GRT) and Merger Sub.
• February 28, 2025: Extended the outside date for the GRT merger to August 28, 2025 (First Amendment).
• April 18, 2025: Mutual termination of the GRT Merger Agreement; related agreements terminated and claims mutually released.
• April 22, 2025 onward: New merger framework with Great Future Technology Inc. (GFT) under a replaced merger agreement.
• December 11, 2025: First Amendment extended the outside date for the GFT transaction to June 20, 2026.
• May 3, 2026: Mutual termination of the GFT Merger Agreement.
• May 8, 2026: Entered into a binding Letter of Intent with Bluechip & Co. Holdings (Bluechip) and agreed to an exclusive 90-day diligence period (subject to extension under the terms of the LOI).

Governance and extension plans

• Initial business combination deadline: June 20, 2026 (with the ability to extend by up to nine one-month extensions).
• August 26, 2025: Shareholders approved an extension fee reduction (from $0.033 per remaining public share to the lesser of $60,000 total or $0.033 per share).
• Following redemptions in 2025, the reduced number of outstanding public shares allowed the sponsor to deposit the monthly extension fees going forward.
• Extraordinary General Meeting scheduled for June 11, 2026 to vote on an Extension Proposal to extend the deadline by up to twelve one-month periods (to June 20, 2027). If approved, monthly deposits into the trust would continue as needed; if not approved, the company will redeem public shares and liquidate.

Post-transaction structure considerations

• A completed business combination may result in the post-transaction company owning 100% of the target(s), or in structures that result in less than 100% ownership while maintaining public company status and avoiding registration as an investment company.
• The 80% of net assets test under Nasdaq rules applies to the target(s) value at signing of a definitive agreement; the board will determine fair market value using commonly accepted standards.
• Public shareholders may redeem their shares for a pro rata portion of the trust account in connection with an initial business combination, subject to the procedures and conditions set forth in the governing documents.
• The sponsor and certain insiders have entered into agreements to vote in favor of an approved business combination and to waive redemption rights with respect to certain founder and private placement shares.

Management and offices

• Two executive officers.
• Management intends to devote substantial time to identifying and completing a business combination.
• Corporate office: 26 Broadway, Suite 934, New York, NY 10004.
• Monthly office/administrative services arrangement with an affiliate of the sponsor for the New York office: approximately $99 per month; additional facilities in China.

Public listing and contact

• Nasdaq listings:
  • FSHPU — units (began trading June 18, 2024; units separated trading began August 15, 2024)
  • FSHP — ordinary shares
  • FSHPR — rights
• Contact phone: (212) 884-2667

Business overview

Flag Ship Acquisition Corporation is a Cayman Islands SPAC formed to identify and complete one or more business combinations. The company raised capital through an IPO and a private placement and placed the proceeds in a trust pending a transaction. Since formation, the company has entered and subsequently terminated merger agreements with GRT and GFT, and has entered a binding Letter of Intent with Bluechip & Co. Holdings under an exclusive diligence period. Current activities focus on evaluating potential targets, managing governance and extension options, and administering shareholder redemption mechanics in connection with a potential business combination.