M&A - Flag Ship Acquisition Corp

Form Type: 10-Q

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000182912625003624

Filing Summary: Flag Ship Acquisition Corporation's Form 10-Q for the quarterly period ended March 31, 2025, outlines the company's financial performance and position. The company is reporting an increase in total assets to $71,695,640 and a current asset decrease attributed to cash. The total liabilities also increased slightly, with a notable mention of deferred underwriting compensation remaining constant at $1,725,000. As of the reporting date, the company had 8,863,000 ordinary shares issued and outstanding. Despite a net loss of $2,428,771 reported for the latest quarter, the company experienced net income of $577,698 in the three months ended March 31, 2025, driven primarily by interest and dividends from trust account assets. The company is actively pursuing a merger, specifically as part of its ongoing strategy following its IPO, and has extended its time frame to complete a merger with a variety of tactics, including the potential for shareholder vote or tender offer for share redemptions. Additionally, as detailed in the GRT Merger Agreement, the merger with Great Rich Technologies Limited is intended to create a public company focusing on businesses with connections to the Asian market. The company recently amended the merger agreement to facilitate the transaction's completion.

Form Type: 425

Filing Date: 2025-04-22

Corporate Action: Merger

Type: New

Accession Number: 000182912625002834

Filing Summary: On April 18, 2025, Flag Ship Acquisition Corporation entered into a Mutual Termination Agreement to terminate its previous merger agreement with Great Rich Technologies Limited. Subsequently, the Company executed a new Agreement and Plan of Merger with Great Future Technology Inc. and its subsidiary, which replaces the terminated agreement. The new merger will allow Flag Ship to merge with Merger Sub, with Merger Sub becoming the surviving entity. Shareholders will receive Class A ordinary shares of PubCo in exchange for their shares in Flag Ship. The Merger Agreement includes detailed provisions such as the handling of company shares, indemnification obligations, conditions for the merger completion, and covenants for operation during the process. It highlights the secured approvals and registration requirements needed to finalize the merger, along with stipulations regarding the voting and shareholder interests towards the proposed merger.

Form Type: 8-K

Filing Date: 2025-04-22

Corporate Action: Merger

Type: Update

Accession Number: 000182912625002833

Filing Summary: On April 18, 2025, Flag Ship Acquisition Corporation entered into a Mutual Termination Agreement to terminate the previously disclosed GRT Merger Agreement with Great Rich Technologies Limited. This includes a release of claims among parties but does not require any party to pay a termination fee. Concurrently, on the same date, Flag Ship entered a new Agreement and Plan of Merger with Great Future Technology Inc. and its subsidiary GFT Merger Sub Limited. The new merger supersedes the previous agreement. Under the new Merger Agreement, Flag Ship will merge with Merger Sub, which will survive as a subsidiary of PubCo. Upon closing, shareholders will receive one Class A ordinary share of PubCo for each share of Flag Ship held, with certain rights being converted to PubCo shares as well. Closing is contingent upon various approvals, including from shareholders and regulatory bodies, and a shareholder vote is required to approve the merger.

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.

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.

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.