Flag Ship Acquisition Corp SEC Filings

Flag Ship Acquisition Corporation reported that it entered into a first amendment to its merger agreement with Great Future Technology Inc. and GFT Merger Sub Limited, extending the contractual outside date for closing their proposed business combination from December 31, 2025 to June 30, 2026.

Under the existing structure, Flag Ship will merge with and into GFT Merger Sub, which will continue as the surviving entity and a wholly owned subsidiary of GFT after closing. The companies plan to use a registration statement on Form F-4 that will include a proxy statement/prospectus for Flag Ship shareholders, who will be asked to vote on approving the transaction and related matters.

Flag Ship Acquisition Corporation scheduled its Annual Meeting for December 18, 2025 at 10:00 a.m. ET at 45 Broadway, 17th Floor, New York, NY. Shareholders will vote on three items: elect four directors, ratify MaloneBailey, LLP as independent auditor for fiscal year ending December 31, 2025, and approve a possible adjournment to solicit additional proxies if needed. The Board unanimously recommends voting FOR all proposals.

Holders of record at the close of business on November 12, 2025 may vote by Internet or mail. Director elections are decided by a plurality of votes cast; auditor ratification requires a majority of votes cast; the adjournment proposal requires a majority of shares present and voting. Brokers may not vote on the director election without instructions, but may vote on auditor ratification. Founders collectively beneficially own approximately 39.06% of outstanding ordinary shares. For 2024, MaloneBailey billed $110,000 in audit fees and $3,300 in audit‑related fees.

Flag Ship Acquisition Corporation (FSHP) filed its quarterly report for the period ended September 30, 2025. The SPAC reported net income of $453,501 for the quarter, driven by $690,097 of interest and dividends earned on trust investments. For the first nine months of 2025, net income was $1,620,825 on $2,172,140 of trust earnings.

Following August redemptions of 3,837,483 shares for approximately $40,447,071 (about $10.54 per share), the trust balance was $32,584,205 at quarter end, down from $70,799,136 at December 31, 2024. The company had $18,751 of cash outside the trust and a working deficit of $1,151,052. As of October 30, 2025, 5,025,517 ordinary shares were issued and outstanding.

Shareholders approved reducing monthly extension payments to the trust to $60,000, and deposits of $60,000 were made on September 19 and October 20, 2025 to extend the deadline to November 20, 2025. The company terminated its prior GRT merger agreement on April 18, 2025 and signed a new GFT Merger Agreement the same day. Management disclosed substantial doubt about the company’s ability to continue as a going concern if no business combination is completed within the prescribed period.

Wolverine Asset Management LLC and related entities report collective beneficial ownership of 147,420 ordinary shares of Flag Ship Acquisition Corp, equal to 2.93% of the outstanding class based on July 31 share count of 5,025,517. The filing identifies shared voting and dispositive power only; none of the reporting persons claim sole voting or sole dispositive power over the shares. The ownership is disclosed as held in the ordinary course of business and not for the purpose of changing or influencing control.

The group filing lists the reporting persons (Wolverine Asset Management LLC, Wolverine Holdings, L.P., Wolverine Trading Partners, Inc., Christopher L. Gust and Robert R. Bellick), their Illinois organization or U.S. citizenship, and signatures dated 10/07/2025.

Karpus Management, Inc. reports owning 738,600 shares of Flag Ship Acquisition Corp common stock, representing 14.70% of the class as of the event date 09/30/2025. The filing says the shares are held directly in accounts managed by Karpus, a New York-registered investment adviser, and that the position is exercised independently of controlling shareholder City of London Investment Group plc because of established informational barriers. The statement records sole voting and dispositive power over all reported shares and includes a certification that the holdings are in the ordinary course of business and not intended to influence control. The filing is signed by the Chief Compliance Officer on 10/07/2025.

Flag Ship Acquisition Corporation has extended the deadline to complete its initial business combination by one month, moving the date from September 20, 2025 to October 20, 2025. This extension is part of a structure that allows up to nine one-month extensions, giving the company until June 20, 2026 to close a deal, as long as required deposits are made into its trust account.

On September 19, 2025, Whale Management Corporation, the company’s sponsor, deposited an extension fee of $60,000 into the trust account to fund this first one-month extension. The company also issued a press release on September 23, 2025 to announce the new deadline for completing its initial business combination.