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.
Flag Ship Acquisition Corp. reported that Nasdaq notified the company on April 17, 2026 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because its Form 10-K for the year ended December 31, 2025 was not filed on time.
The company must submit a plan to regain compliance to Nasdaq by June 16, 2026, and, if the plan is accepted, Nasdaq may grant an extension of up to October 12, 2026 to file the Form 10-K and cure the deficiency. The notice does not immediately affect the listing of Flag Ship’s securities on Nasdaq, and the company states it is working diligently to complete the Form 10-K, while cautioning there is no assurance it will regain compliance or meet all Nasdaq listing criteria.
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.
Flag Ship Acquisition Corporation amended an unsecured promissory note with Whale Management Corporation, increasing the principal from $1,000,000 to $1,200,000 while keeping all other terms the same. The note, used to help fund the SPAC, remains non‑interest bearing and is due on the earlier of completing an initial business combination or December 31, 2025.
Shareholders at an extraordinary general meeting approved an Extension Fee Reduction Proposal, cutting the monthly amount the sponsor must deposit into the trust to extend the deal deadline to the lesser of $60,000 for all public shares or $0.033 per public share, with payments due monthly through June 20, 20263,837,483 ordinary shares redeemed their shares for about $10.47 per share in cash.
Karpus Management, Inc. reports beneficial ownership of 787,825 common shares of Flag Ship Acquisition Corp, representing 8.89% of the class. The shares are held directly by accounts managed by Karpus and Karpus reports sole voting and dispositive power over all 787,825 shares, with no shared voting or dispositive power.
The filing states Karpus is a registered investment adviser organized in New York and that ownership is held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. Karpus notes informational barriers with its parent, City of London Investment Group plc, and says attribution of beneficial ownership to the parent is not required.
Mizuho Financial Group, Inc. reports beneficial ownership of 718,470 common shares of Flag Ship Acquisition Corporation, representing 8.1% of the class. The Schedule 13G amendment shows Mizuho holds sole voting and sole dispositive power over these shares, meaning it can vote and dispose of the reported shares. The filing certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The statement also identifies Mizuho as a parent holding company and references an exhibit naming the subsidiary that directly acquired the securities.