M&A - Flag Ship Acquisition Corp

Form Type: 10-K

Filing Date: 2025-03-04

Corporate Action: Merger

Type: Update

Accession Number: 000182912625001450

Filing Summary: Flag Ship Acquisition Corporation is a blank check company formed to effect a merger, share exchange, asset acquisition, or similar business combination. It completed its IPO on June 20, 2024, raising $69 million, and the company’s ordinary shares began separate trading on Nasdaq on August 15, 2024. The company has entered into a Merger Agreement with Great Rich Technologies Limited and is expected to merge into GRT, with a closing conditional upon satisfaction of various requirements. The Merger Agreement was amended on February 28, 2025, to extend the Outside Date to August 28, 2025. Following the merger, Company shareholders will receive ordinary shares of GRT in exchange for their shares. The shareholders have the opportunity to redeem their shares during an upcoming vote on the Merger Agreement. As of March 4, 2025, there were 8,863,000 ordinary shares outstanding.

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Form Type: 425

Filing Date: 2025-03-03

Corporate Action: Merger

Type: Update

Accession Number: 000182912625001402

Filing Summary: On February 28, 2025, Flag Ship Acquisition Corporation entered into the First Amendment to the Merger Agreement with Great Rich Technologies Limited (GRT) and its wholly-owned subsidiary, GRT Merger Star Limited, to extend the deadline for the merger's completion from February 28, 2025, to August 28, 2025. The merger entails Flag Ship merging with GRT Merger Star Limited, with the latter continuing as the surviving entity and becoming a wholly-owned subsidiary of GRT. The document highlights that this report is aimed at disclosing the proposed business combination and does not serve as a sales offer or solicit any votes. Furthermore, it outlines the process for shareholders of both companies in regard to the proposed transaction, including a forthcoming registration statement on Form F-4 and the need for shareholder approval of the transaction.

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Form Type: 8-K

Filing Date: 2025-03-03

Corporate Action: Merger

Type: Update

Accession Number: 000182912625001401

Filing Summary: On February 28, 2025, Flag Ship Acquisition Corporation entered into an amendment to its previously disclosed Merger Agreement with Great Rich Technologies Limited (GRT) and its wholly-owned subsidiary, GRT Merger Star Limited. The First Amendment extends the Outside Date for the merger from February 28, 2025, to August 28, 2025. The amended agreement maintains that Flag Ship will merge with and into Merger Sub, which will continue as the surviving entity under GRT. Additional important notices regarding the transaction suggest that a registration statement on Form F-4 will occur, detailing the proposed business combination. Shareholders will have the opportunity to vote on the merger details once finalized. Forward-looking statements within the report warn investors about the potential risks and uncertainties related to the completion of the merger. The report serves primarily as a compliance document rather than an investment solicitation.

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