Flag Ship Acquisition Corp
For the period ended Dec 31, 2025. Filed May 29, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed May 29, 2026
FSHP$11.35+0.3%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
Item 15*.*Exhibits, Financial Statement Schedules
| (1) | The Financial statements listed on the Financial Statements Table of Contents |
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID No: 206) | F-2 |
|---|---|
| Financial Statements: | |
| Balance Sheets as of December 31, 2025 and 2024 | F-3 |
| Statements of Operations for the years ended December 31, 2025 and 2024 | F-4 |
| Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2025 and 2024 | F-5 |
| Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-6 |
| Notes to Financial Statements | F-7 |
| Exhibit No. | Description |
| 1.1 | Underwriting Agreement between Registrant and Lucid Capital Markets.(1) |
| 2.1 | Merger Agreement dated as of April 18, 2025, by and among Flag Ship Acquisition Corporation, Great Future Technology Inc. and GFT Merger Sub Limited. Incorporated by reference to Exhibit 2.1 to the registrant’s current report on Form 8-K filed on April 22, 2025. |
| 2.2 | First Amendment to Merger Agreement dated December 11, 2025, by and among Flag Ship Acquisition Corporation, Great Future Technology Inc. and GFT Merger Sub Limited. Incorporated by reference to Exhibit 2.1 to the registrant’s current report on Form 8-K filed on December 12, 2025. |
| 3.1 | Amended and Restated Articles of Association dated as of June 17, 2024.(1) |
| 4.1 | Specimen Unit Certificate(2) |
| 4.2 | Specimen Ordinary Share Certificate(2) |
| 4.3 | Specimen Right Certificate(2) |
| 4.4 | Rights Agreement between Vstock Transfer LLC and the Company, dated as of June 17, 2024(1) |
| 4.5 | Description of Registrant’s Securities.* |
| 10.1 | Letter Agreement among the Company and its officers, directors and Whale Management Corporation, dated June 17, 2024.(1) |
| 10.2 | Administrative Support Agreement by and between the Company and Whale Management Corporation dated June 17, 2024.(1) |
| 10.3 | Investment Management Trust Agreement among the Company, Wilmington Trust, N.A., and Vstock Transfer LLC, dated June 17, 2024.(1) |
| 10.4 | Registration Rights Agreement between the Company and certain security holders dated as June 17, 2024.(1) |
| 10.5 | Private Placement Unit Purchase Agreement between the Company and Whale Management Corporation dated June 17, 2024.(1) |
| 10.6 | Indemnity Agreement dated as of June 17, 2024 between the Company, its officers and directors.(1) |
| 10.7 | Securities Subscription Agreement, dated November 29, 2022, between the Registrant and Whale Management Corporation.(2) |
| 10.8 | Promissory Note dated August 30, 2024(3) |
| 10.9 | Form of Amended Promissory Note dated August 21, 2025. Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed August 27, 2025 |
| 10.10 | Form of Amended Promissory Note dated January 28, 2026. Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 30, 2026 |
| 10.11 | Mutual Termination Agreement dated May 3, 2026. Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on May 4, 2026. |
| 14.1 | Code of Ethics(2) |
| 19.1 | Insider Trading Policy. Incorporated by reference to Exhibit 19.1 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
| 21 | List of subsidiaries.* |
| 31.1 | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).* |
| 31.2 | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).* |
| 32.1 | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.** |
| 32.2 | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.** |
| 97.1 | Compensation Recovery Policy. Incorporated by reference to Exhibit 97.1 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
| 101.INS | XBRL Instance Document.* |
| 101.SCH | XBRL Schema Document.* |
| 101.CAL | XBRL Calculation Linkbase Document.* |
| 101.DEF | XBRL Definition Linkbase Document.* |
| 101.LAB | XBRL Label Linkbase Document.* |
| 101.PRE | XBRL Presentation Linkbase Document.* |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
| (1) | Filed as an Exhibit to the Registrant’s Form 8-K as filed with the Commission on June 21, 2024. |
| (2) | Filed as an exhibit to the Registrant’s Form S-1 (File No. 333-261028), initially filed with the Commission on November 12, 2021, as amended. |
| (3) | Filed as an Exhibit to the Registrant’s Form 8-K as filed with the Commission on September 3, 2024. |
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith. |
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