Overview

Flag Ship Acquisition Company is a blank check company incorporated in the Cayman Islands on May 14, 2018. The company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Proposed GFT Business Combination

On April 18, 2025, Flag Ship entered into an Agreement and Plan of Merger with Great Future Technology Inc. (GFT), a Cayman Islands company, and GFT Merger Sub Limited, a wholly-owned subsidiary of GFT. Pursuant to the agreement, Flag Ship will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GFT.

Results of Operations

Flag Ship’s activities since inception have been related to its formation, preparation for the initial public offering, and the search for a prospective target for its initial business combination. The company has not generated any operating revenues and expects to incur increased expenses as a public company and in pursuit of a business combination.

For the three months ended March 31, 2025, Flag Ship had net income of $577,698, consisting of interest and dividends earned on cash and investments held in the Trust Account, partially offset by formation and operating expenses. For the three months ended March 31, 2024, the company had a net loss of $75,788, consisting of formation and operating expenses.

Liquidity, Capital Resources and Going Concern

Flag Ship completed its initial public offering in June 2024, raising $69 million in gross proceeds. The company also sold $2.38 million in private placement units. The funds from the IPO and private placement were placed in a trust account.

As of March 31, 2025, Flag Ship had $71.5 million in cash and investments held in the Trust Account and $35,705 in cash held outside the Trust Account. The company intends to use the funds in the Trust Account to complete its proposed business combination with GFT.

Flag Ship has incurred and expects to continue incurring significant costs to remain a publicly traded company and to pursue the GFT business combination. The company may need to raise additional capital through loans or investments to complete the transaction. There is substantial doubt about Flag Ship’s ability to continue as a going concern if it is unable to complete the initial business combination by the deadline.

Contractual Obligations

Flag Ship’s contractual obligations include an agreement to pay its sponsor $10,000 per month for administrative services, as well as reimbursement of out-of-pocket expenses incurred by the sponsor, officers and directors. The company also has obligations related to underwriting fees, registration rights, and potential extension payments to extend the deadline for completing the initial business combination.

Critical Accounting Estimates and Recent Accounting Pronouncements

Flag Ship has not identified any critical accounting estimates. The company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements would have a material effect on the financial statements.

JOBS Act

As an emerging growth company, Flag Ship is allowed to comply with new or revised accounting pronouncements based on the effective date for private companies. This may result in the company’s financial statements not being comparable to those of companies that comply with such pronouncements on public company effective dates.