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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 11, 2025
Date of Report (Date of earliest event reported)
FLAG SHIP ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands |
|
001-42138 |
|
00-0000000
N/A |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
26 Broadway, Suite 934
New York, New York 10004
(Address of Principal Executive Offices, and Zip
Code)
(646)-362-0256
Registrant’s Telephone Number, Including Area
Code
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ☒ |
Written communication pursuant to Rule 425
under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communication pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communication pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units, each consisting
of one Ordinary Share, $0.001 par value, and one right |
|
FSHPU |
|
The Nasdaq Stock Market LLC |
| Ordinary Shares,
$0.001 par value |
|
FSHP |
|
The Nasdaq Stock Market LLC |
| Rights
to receive one-tenth (1/10th) of one Ordinary Share |
|
FSHPR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
|
Item 1.01. |
Entry into a Material Definitive Agreement. |
As previously disclosed, on April 18, 2025, Flag
Ship Acquisition Corporation (“Flag Ship” or the “Company”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Great Future Technology Inc., a Cayman Islands exempted company
limited by shares (“GFT”) and GFT Merger Sub Limited, a Cayman Islands exempted company limited by shares and
a wholly-owned subsidiary of GFT (“Merger Sub”), pursuant to which
Flag Ship will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GFT.
On December 11, 2025, Flag Ship, GFT and Merger
Sub entered into the first amendment to the Merger Agreement (the “First Amendment”) solely to amend Section
10.01 of the Merger Agreement to extend the Outside Date defined thereunder from December 31, 2025 to June 30, 2026.
The foregoing description of the First Amendment
does not purport to be complete and is qualified in its entirety by the terms and conditions of the First Amendment, a copy of which is
attached hereto as Exhibit 2.1 and is incorporated herein by reference.
IMPORTANT
NOTICES
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
This Current Report on Form 8-K (this “Report”)
is being made in respect of a proposed business combination involving Great Future Technology Inc. (“GFT” or “Parent”)
and Flag Ship Acquisition Corporation (the “Company”). This Report does not constitute an offer to sell or the solicitation
of an offer to buy or subscribe for any securities or a solicitation of any vote or approval nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The proposed transaction will be submitted to the shareholders of GFT and the Company
for their consideration. GFT intends to file with the SEC a registration statement on Form F-4 (as may be amended from time to time, the
“Registration Statement”) that will include a preliminary prospectus with respect to GFT’s Ordinary Shares to be issued
in the proposed transaction and a proxy statement of the Company in connection with the merger. After the Registration Statement is declared
effective, the Company will mail a definitive proxy statement/prospectus relating to the transaction to its shareholders as of a record
date to be established for voting on the proposed transaction. The information in the preliminary proxy statement/prospectus is not complete
and may be changed. GFT may not sell the Ordinary Shares referenced in the proxy statement/prospectus until the registration statement
on Form F-4 becomes effective. The registration statement, including the proxy statement/prospectus contained therein, when declared effective
by the SEC, will contain important information about the transaction and the other matters to be voted upon at a meeting of the Company’s
shareholders to be held to approve the transaction and related matters. This Report does not contain all of the information that should
be considered concerning the transaction and other matters and it is not intended to provide the basis for any investment decision or
any decision in respect to such matters. The proxy statement/prospectus will be provided to the Company’s shareholders. GFT and
the Company also plan to file other documents with the SEC regarding the proposed transaction. This Report is not a substitute for any
prospectus, proxy statement or any other document that GFT or the Company may file with the SEC in connection with the proposed transaction.
Investors and security holders are urged to read the proxy statement/prospectus and any other relevant documents that will be filed with
the SEC carefully and in their entirety when they become available because they will contain important information about the proposed
transaction.
You may obtain copies of all documents filed with
the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors and security holders
will be able to obtain free copies of the proxy statement/prospectus (when they become available) and other documents filed with the SEC
without charge, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330.
PARTICIPANTS IN THE SOLICITATION
The Company, GFT and their respective directors
and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders
in respect of the proposed business combination. Information regarding the Company’s directors and executive officers is available
in its final prospectus related to its initial public offering dated June 17, 2024, and in its subsequent filings with the SEC. A list
of the names of GFT’s directors and executive officers, additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be contained in the proxy statement relating to the transaction with GFT
when it becomes available and which can be obtained free of charge from the sources indicated above.
NO
OFFER OR SOLICITATION
This Current Report on Form 8-K is for informational
purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the
solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance
or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
FORWARD
LOOKING STATEMENTS
This Current Report on Form 8-K and the exhibits
hereto include “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995 and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Any actual results may differ from expectations, estimates and projections presented or implied
and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, the Company’s expectations with respect to future performance, anticipated
financial impacts of the proposed business combination, approval of the business combination transactions by security holders, the satisfaction
of the closing conditions to such transactions and the timing of the completion of such transactions.
Such forward-looking statements relate to future
events or future performance, but reflect the parties’ current beliefs, based on information currently available. Most of these
factors are outside the parties’ control and are difficult to predict. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results discussed in the forward-looking statements. Factors that may
cause such differences include, among other things: (a) the possibility that the business combination does not close or that the closing
may be delayed because conditions to the closing may not be satisfied, including the receipt of requisite shareholder and other approvals,
the performances of the Company and GFT, and the ability of the Company or, after the closing of the transactions, the combined company,
to continue to meet the Nasdaq Stock Market’s listing standards; (b) the reaction of GFT’s licensors, collaborators, service
providers or suppliers to the business combination; (c) unexpected costs, liabilities or delays in the business combination transaction;
(d) the outcome of any legal proceedings related to the transaction; (e) the occurrence of any event, change or other circumstances that
could give rise to the termination of the business combination transaction agreement; (f) general economic conditions; (g) changes to
the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or
as a condition to obtaining regulatory approval of the business combination; (h) the risk that the business combination disrupts current
plans and operations of GFT as a result of the announcement and consummation of the transactions described herein; (i) the ability to
recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability
of GFT to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;
(j) changes in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations)
which could result in unforeseen delays in the timing of the business combination and negatively impact the attractiveness of the business
combination to investors; and (k) other risks and uncertainties indicated from time to time in the final prospectus of the Company relating
to its initial public offering filed with the SEC, including those under “Risk Factors” therein, and other documents filed
or to be filed with the SEC by the Company. Copies are available on the SEC’s website at www.sec.gov.
The foregoing list of factors is not exclusive.
Additional information concerning these and other risk factors are contained in the Company’s and GFT’s most recent filings
with the SEC. All subsequent written and oral forward-looking statements concerning the Company and GFT, the business combination transactions
described herein or other matters and attributable to the Company, GFT, GFT’s shareholders or any person acting on behalf of any
of them are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. Neither the Company, GFT, nor GFT’s shareholders undertake
or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change
in their expectations or any change in events, conditions or circumstances on which any such statement is based.
| Item
9.01 |
Financial
Statement and Exhibits. |
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 2.1 |
|
First Amendment to Merger Agreement dated December 11, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Company has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
Flag
Ship Acquisition Corporation |
| |
|
|
| Dated:
December 12, 2025 |
By: |
/s/
Matthew Chen |
| |
Name: |
Matthew
Chen |
| |
Title: |
Chief
Executive Officer |
