Flag Ship Acquisition Corp

Flag Ship Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company on May 14, 2018, formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The company completed its initial public offering on June 20, 2024, selling 6,900,000 units at an offering price of $10.00 per unit, generating gross proceeds of $69,000,000 ¹. Each unit consists of one ordinary share and one right to receive one-tenth of an ordinary share upon the consummation of an initial business combination. Simultaneously with the closing of the IPO, the company completed the private sale of 238,000 private placement units to the sponsor at $10.00 per unit, generating gross proceeds of $2,380,000 ². Transaction costs amounted to $3,448,233, consisting of $1,380,000 of underwriting commissions, $1,725,000 of deferred underwriting commissions and $343,233 of other offering costs ³. A total of $69,000,000, comprised of $67,545,000 of the proceeds from the IPO and $1,455,000 of the proceeds of the sale of the private placement units, was placed in a U.S.-based trust account ⁴.

The company entered into an Agreement and Plan of Merger with Great Rich Technologies Limited on October 21, 2024, which was subsequently terminated on April 18, 2025 via a Mutual Termination Agreement, with no party required to pay a termination fee ⁵. On the same date, April 18, 2025, Flag Ship entered into a new Merger Agreement with Great Future Technology Inc., which was later mutually terminated on May 3, 2026, also with no party required to pay a termination fee ⁶. On May 8, 2026, Flag Ship entered into a letter of intent with Bluechip & Co. Holdings in connection with a proposed business combination transaction, providing for a ninety-day period of mutual exclusivity ⁷. The proposed transaction remains subject to completion of due diligence, negotiation of definitive agreements, satisfaction of customary closing conditions, and approval by the boards and shareholders of the parties.

The company's business strategy focuses on identifying prospective target businesses without limitation to a particular geographic region, though it will not consider an initial business combination with any target company whose financial statements are audited by an accounting firm that the PCAOB is unable to inspect for two consecutive years. The management team intends to focus on middle-market growth businesses with a total enterprise value of between $200,000,000 and $400,000,000, and does not intend to acquire start-up companies or companies with negative cash flow ⁸. The company has determined not to conduct an initial business combination with any target which conducts its business in China through variable interest entities or any similar arrangement.

As of December 31, 2025, the company had a working capital deficit of $1,438,801, which excludes the amount of $33,080,038 of cash and investments held in the trust account within non-current assets, and the amount of $1,725,000 for deferred underwriting commissions within non-current liabilities ⁹. The company's independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern. The company has two executive officers and maintains executive offices at 26 Broadway, Suite 934, New York, New York 10004, with the cost for this space of $99 per month included in the $10,000 per month fee paid to an affiliate of the sponsor for office space, administrative and support services ¹⁰.

The company's current deadline to consummate an initial business combination is June 20, 2026, in accordance with its Amended and Restated Memorandum and Articles of Association ¹¹. On August 26, 2025, the company's shareholders approved an extension fee reduction proposal to reduce the monthly extension fee from $0.033 per each outstanding public share to the lesser of $60,000 for all outstanding public shares and $0.033 for each outstanding public share ¹². In connection with that shareholder vote, holders of 3,837,483 ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.47 per share, leaving 3,062,517 public shares unredeemed ¹³. Since September 20, 2025, the sponsor has been depositing the $60,000 monthly extension fee ¹⁴.

The company intends to hold an Extraordinary General Meeting on June 11, 2026, at which shareholders will vote on a proposal to further amend the company's Amended and Restated Memorandum and Articles of Association to extend the deadline to consummate an initial business combination for up to twelve additional one-month periods, from June 20, 2026 to June 20, 2027 ¹⁵. If the Extension Proposal is approved, the sponsor and/or its designee will deposit into the trust account, for each additional one-month extension, the lesser of $60,000 for all remaining public shares and $0.033 for each remaining public share, with the first deposit required by June 20, 2026 and each subsequent deposit required by the 20th day of each succeeding month ¹⁶. If the Extension Proposal is not approved and the company does not consummate a business combination by June 20, 2026, it will cease all operations and redeem 100% of the outstanding public shares.

The company's management has identified general criteria and guidelines for evaluating prospective target businesses, including seeking growth businesses with a total enterprise value between $200,000,000 and $400,000,000, strong management teams with proven track records, businesses with revenue and earnings growth potential, companies with potential for strong free cash flow generation, and businesses that will benefit from being publicly traded ¹⁷. The company may deviate from these criteria should it see justification to do so. The company expects to conduct extensive due diligence reviews encompassing meetings with incumbent management, document reviews, inspections of facilities, and review of financial and other information.

The company may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of its initial business combination, and may effectuate its initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. As of December 31, 2025, there was $1,446,751 outstanding under the 2024 Note issued to the sponsor, which was amended on January 28, 2026 to raise the principal balance to $2,000,000 and extend the maturity date to the earlier of December 31, 2026 or the date on which the company consummates its initial business combination ¹⁸.

The most material risks disclosed in the filing include the company's status as a blank check company with no operating history and no revenues, providing no basis to evaluate its ability to achieve its business objective. The company may not be able to select an appropriate target business and complete its initial business combination within the Prescribed Time Frame, which is currently June 20, 2026, with a potential extension to June 20, 2027 subject to shareholder approval ¹⁹. The company's independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern, as the company had a working capital deficit of $1,438,801 as of December 31, 2025, indicating a lack of liquidity needed to sustain operations for a reasonable period of time ²⁰. The company faces intense competition from other blank check companies, private equity groups, and leveraged buyout funds, many of which possess greater financial, technical, human and other resources. Regulatory risks include potential classification as an investment company under the Investment Company Act, which could impose burdensome compliance requirements and restrict activities. Geopolitical risks relate to potential business combinations with China-based entities, including the possibility that the CSRC or other Chinese government agencies may require approvals or permissions, and the risk that the Chinese government may exert substantial control over the economy through regulation. The company also faces risks related to the HFCA Act, which could restrict the ability to consummate a business combination with a target business unless that business met certain PCAOB standards, and the company has affirmatively excluded any target company with financial statements audited by an accounting firm that the PCAOB is unable to inspect for two consecutive years. Additionally, the company's management concluded that disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting.

Management's message to shareholders emphasizes the company's status as a blank check company with no operating history and no revenues, and acknowledges that there is no basis on which to evaluate the company's ability to achieve its business objective. The forward-looking statements in the annual report include statements about the company's ability to complete its initial business combination, the success in retaining or recruiting officers and directors, the potential ability to obtain additional financing, the pool of prospective target businesses, and the use of proceeds not held in the trust account. The two or three strategic priorities emphasized include leveraging the management team's experience in mergers and acquisitions and operating companies to identify attractive acquisition opportunities, focusing on middle-market growth businesses with enterprise values between $200,000,000 and $400,000,000, and providing target businesses with access to the U.S. capital markets. Management has concluded that disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting relating to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, financial reporting and record keeping.