Flag Ship (FSHP) and Great Future Technology mutually end merger deal

Q: What did Flag Ship Acquisition Corporation (FSHP) announce in this 8-K?

Flag Ship disclosed a mutual termination of its Agreement and Plan of Merger with Great Future Technology Inc. The parties signed a Mutual Termination Agreement on May 3, 2026, formally canceling the previously announced proposed business combination.

Q: Does the termination of the Flag Ship (FSHP) and Great Future merger involve a breakup fee?

No termination fee is payable in connection with ending the merger agreement. The Mutual Termination Agreement explicitly states that no party must pay a termination fee as a result of the mutual decision to terminate the GFT Merger Agreement.

Q: What legal protections are included in the Flag Ship (FSHP) Mutual Termination Agreement?

The Mutual Termination Agreement provides a mutual release of claims among the parties and their affiliates. However, it preserves liabilities for any knowing or intentional breach of a representation, warranty, or covenant under the original GFT Merger Agreement.

Q: Who were the parties to Flag Ship’s (FSHP) terminated merger agreement?

The terminated Agreement and Plan of Merger involved Flag Ship Acquisition Corporation , Great Future Technology Inc. , and GFT Merger Sub Limited , a wholly owned Cayman subsidiary of GFT formed to effect the combination structure.

Q: Where can investors find the full text of Flag Ship’s Mutual Termination Agreement?

Flag Ship filed the Mutual Termination Agreement as Exhibit 10.1 to this Form 8-K. Investors can review the complete terms by accessing that exhibit, which is incorporated by reference into the current report.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Flag Ship Acquisition Corporation has formally ended its planned business combination with Great Future Technology Inc. The companies signed a Mutual Termination Agreement on May 3, 2026, which cancels their earlier Agreement and Plan of Merger.

The termination includes a mutual release of claims among all parties and their affiliates, while preserving liabilities for any knowing or intentional breaches of representations, warranties, or covenants in the original merger agreement. No party is required to pay a termination fee in connection with this mutual decision.

Positive

None.

Negative

Planned merger canceled: Flag Ship Acquisition Corporation and Great Future Technology Inc. mutually terminated their Agreement and Plan of Merger, removing the specified business combination pathway the SPAC had previously identified.

Insights

Flag Ship’s planned merger with GFT has been mutually canceled without a termination fee.

Flag Ship Acquisition Corporation and Great Future Technology Inc. agreed on May 3, 2026 to terminate their previously signed Agreement and Plan of Merger. This unwinds the proposed business combination that Flag Ship had identified as a path to complete its de‑SPAC transaction.

The Mutual Termination Agreement provides broad mutual releases of claims among the companies and affiliates, but explicitly carves out liabilities tied to any knowing or intentional breaches of representations, warranties, or covenants in the original merger agreement. This preserves recourse for deliberate misconduct while closing off ordinary dispute avenues.

No termination fee is payable by any party under this arrangement, which means neither side owes a contractual breakup payment. For investors, the key implication is that Flag Ship no longer has this specific merger route; future disclosures in company filings will be needed to see whether another transaction is pursued or how strategy evolves.

8-K Event Classification

3 items: 1.01, 1.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Merger agreement date: April 18, 2025 Termination agreement date: May 3, 2026 Ordinary share par value: $0.001 par value

3 metrics

Merger agreement date April 18, 2025 Date Flag Ship and Great Future signed the original Agreement and Plan of Merger

Termination agreement date May 3, 2026 Date parties executed the Mutual Termination Agreement ending the merger

Ordinary share par value $0.001 par value Par value of Flag Ship ordinary shares listed on Nasdaq

Key Terms

Agreement and Plan of Merger, Mutual Termination Agreement, emerging growth company, release of claims

4 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Great Future Technology Inc."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Mutual Termination Agreement financial

"entered into a Mutual Termination of Agreement (the “Termination Agreement”)"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

release of claims financial

"provides for a mutual release of claims among the parties and their affiliates"

Understanding 8-K Material Events →

05/04/2026 - 04:05 PM

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

May 3, 2026

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 (1/10^th) 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.

The information set forth in Item 1.02 below is incorporated by reference into this Item 1.01.

Item 1.02.

Termination of 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”).

On May 3, 2026, pursuant to the GFT Merger Agreement, the parties to the Merger Agreement entered into a Mutual Termination of Agreement (the “Termination Agreement”), pursuant to which, among other things, the parties agreed to mutually terminate the GFT Merger Agreement.

The Termination Agreement also provides for a mutual release of claims among the parties and their affiliates, except for liabilities arising from or relating to any knowing or intentional breach of a representation, a warranty or a covenant of the GFT Merger Agreement. No party will be required to pay a termination fee as a result of the mutual decision to enter into the Termination Agreement. The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statement and Exhibits.

(d)

Exhibits

EXHIBIT INDEX

Exhibit No.		Description
10.1		Mutual Termination Agreement dated May 3, 2026.
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: May 4, 2026	By:	/s/ Matthew Chen
	Name:	Matthew Chen
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Flag Ship Acquisition Corporation (FSHP) announce in this 8-K?

Flag Ship disclosed a mutual termination of its Agreement and Plan of Merger with Great Future Technology Inc. The parties signed a Mutual Termination Agreement on May 3, 2026, formally canceling the previously announced proposed business combination.

Does the termination of the Flag Ship (FSHP) and Great Future merger involve a breakup fee?

No termination fee is payable in connection with ending the merger agreement. The Mutual Termination Agreement explicitly states that no party must pay a termination fee as a result of the mutual decision to terminate the GFT Merger Agreement.

What legal protections are included in the Flag Ship (FSHP) Mutual Termination Agreement?

The Mutual Termination Agreement provides a mutual release of claims among the parties and their affiliates. However, it preserves liabilities for any knowing or intentional breach of a representation, warranty, or covenant under the original GFT Merger Agreement.

Who were the parties to Flag Ship’s (FSHP) terminated merger agreement?

The terminated Agreement and Plan of Merger involved Flag Ship Acquisition Corporation, Great Future Technology Inc., and GFT Merger Sub Limited, a wholly owned Cayman subsidiary of GFT formed to effect the combination structure.

Where can investors find the full text of Flag Ship’s Mutual Termination Agreement?

Flag Ship filed the Mutual Termination Agreement as Exhibit 10.1 to this Form 8-K. Investors can review the complete terms by accessing that exhibit, which is incorporated by reference into the current report.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 35.7 KB