Flag Ship Acquisition Corporation Reports Financial Performance and Merger Agreement with Great Rich Technologies

Flag Ship Acquisition Corporation, a blank check company incorporated in the Cayman Islands, has reported its financial performance for the fiscal year ending December 31, 2024, in its recent 10-K filing. The company completed its initial public offering (IPO) on June 20, 2024, raising gross proceeds of $69 million from the sale of 6.9 million units, each consisting of one ordinary share and one right to receive one-tenth of an ordinary share upon the consummation of a business combination. Additionally, the company raised $2.38 million through a private placement of 238,000 units to its sponsor, Whale Management Corporation. As of December 31, 2024, Flag Ship reported a net income of $909,838, primarily driven by dividend income from marketable securities held in its trust account.

Compared to the previous fiscal period, Flag Ship's financial position has shown a working capital deficit of $539,737, which excludes approximately $70.8 million in marketable securities held in the trust account. The company incurred transaction costs of $3.45 million related to its IPO, which included underwriting fees and other offering costs. The filing indicates that the company has not yet generated any operating revenues, as its activities have been focused on identifying and evaluating potential business combination candidates, including the proposed merger with Great Rich Technologies Limited (GRT).

In terms of strategic developments, Flag Ship has entered into a definitive merger agreement with GRT, a public limited company based in Hong Kong, on October 21, 2024. The agreement includes provisions for a potential extension of the closing date to August 28, 2025, should the necessary conditions not be met by the original deadline. The merger is subject to various conditions, including shareholder approvals and regulatory clearances, which may impact the timeline and feasibility of the transaction.

Operationally, Flag Ship's current structure includes two executive officers, and the company has not reported any material litigation or legal proceedings against it. The company’s units began trading on the Nasdaq Global Market under the ticker symbol "FSHPU" on June 18, 2024, with ordinary shares and rights commencing separate trading on August 15, 2024. The company has indicated that it may need to raise additional capital to fund its operations and complete the proposed business combination, which could involve loans from its sponsor or other third parties.

Looking ahead, Flag Ship's management has expressed uncertainty regarding the completion of the proposed GRT business combination, citing potential regulatory challenges and the need for approvals from Chinese authorities. The company has emphasized that it may not be able to complete its initial business combination within the prescribed timeframe, which could lead to liquidation and the redemption of public shares at a pro-rata amount from the trust account. The filing underscores the risks associated with pursuing a business combination with a China-based entity, including regulatory scrutiny and potential impacts on the value of its securities.