Flag Ship Acquisition Corp
For the period ended Mar 31, 2026. Filed Jun 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Jun 5, 2026
FSHP$11.32-0.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-31.
0001829126-25-008620
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-06-05.
0001829126-26-006111
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 56 previous paragraphs and 59 current paragraphs.
33 unchanged; 17 reworded; 9 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Extensions of Time Period
Current report
We originally had until September 20, 2025 to consummate a business combination. However, our Sponsor was allowed to extend the time frame for us to complete a business combination by up to an additional 9 months (for a total period of up to 24 months from our initial public offering) provided that it (or its designee) deposits the required amount of funds into the Trust Account for each monthly extension. Holders of our securities do not have to right to approve or disapprove any such monthly extension. Further, holders of our securities do not have the right to seek or obtain redemption in connection with any such extension. Currently, we have up to 24 months from the closing of the IPO, or June 20, 2026, to complete our initial business combination.
Current report
In connection with the pending expiration of the current deadline to consummate an initial business combination, the Company anticipates holding an extraordinary general meeting on June 11, 2026 to seek shareholder approval of a proposal to extend the deadline to consummate a business combination for up to twelve (12) additional one-month periods, from June 20, 2026 to June 20, 2027.
Current report
Prior GFT Business Combination Agreement and Proposed Bluechip Transaction
Current report
On December 11, 2025, the parties entered into the First Amendment to the GFT Merger Agreement to extend the Outside Date from December 31, 2025 to June 20, 2026. On May 3, 2026, the Company and GFT mutually terminated the GFT Merger Agreement. No termination fee was payable by either party.
Current report
On May 8, 2026, the Company entered into a letter of intent with Bluechip & Co. Holdings, a Cayman Islands exempt company, in connection with a proposed business combination transaction (the “Proposed Transaction”). The Letter of Intent provides for an exclusive negotiation period, during which the Company is conducting due diligence on Bluechip and the parties are negotiating the terms of a definitive agreement. The parties have agreed to a ninety (90) day period of mutual exclusivity, which may be extended under certain conditions specified in the Letter of Intent. The Letter of Intent includes binding provisions regarding exclusivity and other related transaction provisions governing the parties’ negotiations. The Proposed Transaction remains subject to the completion of due diligence, the negotiation and execution of definitive agreements, satisfaction of customary closing conditions, and approval by the boards and shareholders of the parties. There can be no assurance that the parties will enter into a definitive agreement or that the Proposed Transaction will be consummated.
Current report
For the three months ended March 31, 2025, we had net income of $577,698, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $739,769, partially offset by formation, general and administrative expenses of $162,071.
Current report
Second Amended 2024 Note
Current report
On January 28, 2026, the Company and Sponsor agreed to further amend and restate the August 2024 Promissory Note (the “Second Amended 2024 Note”) to raise the principal balance from $1,200,000 to $2,000,000. The Second Amended 2024 Note bears no interest and is repayable in full upon the earlier of (i) December 31, 2026 or (ii) the consummation of the initial business combination of the Company. Other than the increased principal amount and extended maturity date, the Second Amended 2024 Note has the same terms as the Amended 2024 Note. The issuance of the Second Amended 2024 Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Removed paragraphs (6)
Previous report
Proposed GFT Business Combination
Previous report
At the effective time of the Merger, by virtue of the Merger and without any action on the part of the Flag Ship, Merger Sub or any other person: (i) each of our ordinary shares (the “Company Shares”) issued and outstanding immediately prior to the effective time, will be automatically cancelled, extinguished and exchanged for the right to receive, immediately upon consummation the Merger, one (1) Class A ordinary share of GFT (the “GFT Class A Shares”) for each such Company Share (the “Per Share Merger Consideration”); and (ii) each right to receive one-tenth (1/10 th) of a Company Share at the consummation of a business combination (a “Company Right”) that is outstanding immediately prior to the effective time will be cancelled, extinguished and exchanged for the right to receive, immediately upon the consummation of the Merger, GFT Class A Shares in an amount equal to the product of (a) the Per Share Merger Consideration,multiplied by (b) the number of Company Shares that the holder of the cancelled Company Right would have been entitled to receive from the Company assuming satisfaction of the terms and conditions of such Company Right.
Previous report
As previously disclosed, on October 21, 2024, we had entered into an Agreement and Plan of Merger (the “GRT Merger Agreement”) with Great Rich Technologies Limited, a public limited company incorporated under the laws of Hong Kong (“GRT”), and GRT Merger Star Limited, a Cayman Islands company limited by shares and a wholly-owned subsidiary of GRT (“GRT Merger Sub”). On April 18, 2025, in connection with the execution of the GFT Merger Agreement, the parties to the GRT Merger Agreement entered into a Mutual Termination Agreement (the “Termination Agreement”) to terminate the GRT Merger Agreement. The Termination Agreement also provides that each other agreement among the parties relating to the GRT Merger Agreement is automatically terminated concurrently with the termination of the GRT 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 GRT 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.
Previous report
For the three months ended September 30, 2024, we had a net income of $488,327, which consisted of interest and dividends income earned in investments held in Trust Account of $891,298, partially set-off by formation and operating costs of $402,971.
Previous report
For the nine months ended September 30, 2025, we had a net income of $1,620,825, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $2,172,140, partially offset by formation and operating expenses of $551,315.
Previous report
For the nine months ended September 30, 2024, we had a net income of $432,463, which consisted of interest and dividends income earned in investments held in Trust Account of $989,243, partially offset by formation and operating costs of $556,780.
Reworded paragraphs (17)
Previous wording
We completed our initial public offering (the “IPO”) in June 2024. Upon the closing of the IPO and exercise of the over-allotment option by underwriters as well as the sale of the private placement units, a total of $69,000,000, including $1,725,000 of deferred underwriting commissions and after deducting of the other underwriting commissions and expenses for the IPO, was placed in a U.S.-based trust account (the “Trust Account”) maintained by Wilmington Trust National Association, acting as trustee, and will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 12 months from the closing of our IPO (or 15 months if we enter into a business combination agreement within 12 months from the closing of our IPO (the “Event”)) or up to 21 months, or 24 months if the Event occurs, from the closing of the IPO, if we extend the period of time to consummate a business combination in accordance with our amended and restated memorandum and articles of association, which may be accomplished only if the Sponsor deposits additional funds into the Trust Account (the “Prescribed Time Frame”), or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within the Prescribed Time Frame, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.
Current wording
We completed our initial public offering (the “IPO”) in June 2024. Upon the closing of the IPO and exercise of the over-allotment option by underwriters as well as the sale of the private placement units, a total of $69,000,000, including $1,725,000 of deferred underwriting commissions and after deducting of the other underwriting commissions and expenses for the IPO, was placed in a U.S.-based trust account (the “Trust Account”) maintained by Wilmington Trust National Association, acting as trustee, and will be invested only in specified U.S. government treasury bills or in specified money market funds.
Previous wording
We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. The amount in the Trust Account is initially anticipated to be $10.00 per public share (subject to increase of up to an additional $0.30 per public share in the event that the Sponsor elects to extend the period of time to consummate a business combination). The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our rights. The Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may acquire during or after our IPO in connection with the completion of our initial business combination.
Current wording
We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. There will be no redemption rights upon the completion of our initial business combination with respect to our rights. The Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may acquire during or after our IPO in connection with the completion of our initial business combination.
Previous wording
We will have up to 21 months, or 24 months if the Event occurs, from the closing of the IPO to complete our initial business combination if we extend the period of time to consummate a business combination, which may be accomplished only if the Sponsor deposits additional funds into the Trust Account. The Sponsor may extend the deadline for completion of an initial business combination up to nine (9) times, each by an additional one month until June 20, 2026, subject to the Sponsor and/or its designee depositing additional funds into the Trust Account with a monthly extension fee (the “Monthly Extension Fee”) of $60,000. The amount was initially $230,000 (equivalent to $0.033 per public share). On August 26, 2025, through the Extraordinary General Meeting, the shareholders approved a proposal to reduce the payment from $0.033 per each outstanding public share (for each monthly extension) to an amount equal to the lesser of (i) $60,000 for all outstanding public shares and (ii) $0.033 for each outstanding public share. In connection with the vote to approve the reduction of the Monthly Extension Fee, holders of 3,837,483 ordinary shares of the Company properly exercised their right to redeem their shares for cash for an aggregate redemption amount of approximately $40,447,071. If we are unable to consummate our initial business combination within the Prescribed Time Frame, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the Trust Account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights will be worthless.
Current wording
In order to extend the time available for Flag Ship to consummate a business combination, the Sponsor or its affiliates or designees were initially required to deposit into the Trust Account $230,000 (approximately $0.033 per public share in either case) on or prior to the date of the applicable deadline for each one month extension, and up to an aggregate of $2,070,000, or $0.30 per public share. On August 26, 2025, we held an Extraordinary General Meeting of shareholders (the “Extraordinary General Meeting”), at which the shareholders approved a proposal to reduce the payment from $0.033 per each outstanding public share (for each monthly extension) to an amount equal to the lesser of (i) $60,000 for all outstanding public shares and (ii) $0.033 for each outstanding public share. The first monthly extension fee was payable by September 20, 2025 and each subsequent monthly extension fee must be deposited into the trust account by the 20th of each succeeding month until June 20, 2026. Extension payments of $60,000 for each monthly extension have been deposited into the Trust Account covering extensions through June 20, 2026. In connection with the vote to approve the reduction of the Monthly Extension Fee, holders of 3,837,483 ordinary shares of the Company properly exercised their right to redeem their shares for cash for an aggregate redemption amount of approximately $40,447,071. If we are unable to consummate our initial business combination within the prescribed time frame, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the Trust Account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights will be worthless.
Previous wording
On April 18, 2025, we entered into an Agreement and Plan of Merger (the “GFT 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”). GFT is a holding company that, through multiple layers, including Great Rich Technologies Limited, conducts its operations through its subsidiaries located in mainland China. The GFT Merger Agreement replaces and supersedes the GRT Merger Agreement described below. Pursuant to the GFT Merger Agreement, among other things, we will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GFT.
Current wording
On April 18, 2025, we entered into an Agreement and Plan of Merger (the “GFT 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”). The GFT Merger Agreement contemplated, among other things, the Company merging with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GFT.
Previous wording
Our entire activity since inception up to September 30, 2025 related to our formation, the preparation for the initial public offering, and since the closing of the initial public offering, the search for a prospective target for our initial business combination and activities in support of consummating our initial business combination. We will not be generating any operating revenues until the closing and completion of our initial business combination, at the earliest. We will generate non-operating income in the form of interest and dividend income from the amount held in the Trust Account. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, our initial business combination.
Current wording
Our entire activity since inception up to March 31, 2026 related to our formation, the preparation for the initial public offering, and since the closing of the initial public offering, the search for a prospective target for our initial business combination and activities in support of consummating our initial business combination, including negotiating and pursuing a business combination with GRT and subsequently GFT, each of which was terminated. The Company is currently engaged in exclusive negotiations with Bluechip & Co. Holdings pursuant to a Letter of Intent relating to a potential business combination and is conducting due diligence in connection therewith. We will not generate any operating revenues until the closing and completion of our initial business combination, at the earliest. We will generate non-operating income in the form of interest and dividend income from the amount held in the Trust Account. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, our initial business combination.
Previous wording
For the three months ended September 30, 2025, we had net income of $453,501, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $690,097, partially offset by formation and operating expenses of $236,596.
Current wording
For the three months ended March 31, 2026, we had net income of $159,828, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $290,462, partially offset by formation, general and administrative expenses of $130,634.
Previous wording
For the nine months ended September 30, 2025, net cash used in operating activities was $400,496. Net income of $1,620,825 was mainly impacted by interest and dividends earned on cash and investments held in the trust account of $2,172,140.
Current wording
For the three months ended March 31, 2026, net cash used in operating activities was $34,740. Net income of $159,828 was mainly impacted by interest and dividends earned on cash and investments held in the trust account of $290,462.
Previous wording
As of September 30, 2025, we had cash and investments held in the Trust Account of $32,584,205. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest and dividends earned on the Trust Account, excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Current wording
As of March 31, 2026, we had cash and investments held in the Trust Account of $33,430,500. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest and dividends earned on the Trust Account, excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous wording
As of September 30, 2025, we had cash of $18,751 held outside of the Trust Account. We intend to use the funds loaned to us under the 2024 Note (defined below) and the funds held outside the Trust Account primarily to complete the proposed GFT Business Combination or if necessary, to identify and evaluate alternative target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
Current wording
As of March 31, 2026, we had cash of $1,811 held outside of the Trust Account and a working capital deficit of $1,629,435. We intend to use the funds loaned to us under the 2024 Note (defined below) and the funds held outside the Trust Account primarily to pursue the proposed business combination with Bluechip & Co. Holdings pursuant to the Letter of Intent entered into on May 8, 2026, and if necessary, to identify and evaluate alternative target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
Previous wording
On August 30, 2024, we issued an unsecured promissory note (the “2024 Note”) in the principal amount of up to $1,000,000 to our Sponsor pursuant to which we may borrow additional funds. The 2024 Note bears no interest and is due on the earlier of: (i) December 31, 2025 or (ii) the date on which we consummate our initial business combination. On August 21, 2025, we and our Sponsor agreed to amend and restate the 2024 Note to solely raise the principal balance from $1,000,000 to $1,200,000 (the “Amended 2024 Note”). Other than the increased principal amount, the Amended 2024 Note has the same terms as the 2024 Note. As of September 30, 2025, there was $1,170,351 outstanding under the Amended 2024 Note. The principal balance may be prepaid at any time. Once an amount is drawn down under the 2024 Note, it shall not be available for future drawdown requests even if prepaid. The 2024 Note is subject to customary events of default, the occurrence of certain of which entitles the Sponsor to declare, by written notice to us, the unpaid principal balance of the 2024 Note and all other sums payable with regard to the 2024 Note becoming immediately due and payable.
Current wording
On August 30, 2024, we issued an unsecured promissory note (the “2024 Note”) in the principal amount of up to $1,000,000 to our Sponsor pursuant to which we may borrow additional funds. The 2024 Note bears no interest and was initially due on the earlier of: (i) December 31, 2025 or (ii) the date on which we consummate our initial business combination. The principal balance may be prepaid at any time. Once an amount is drawn down under the 2024 Note, it shall not be available for future drawdown requests even if prepaid. The 2024 Note is subject to customary events of default, the occurrence of certain of which entitles the Sponsor to declare, by written notice to us, the unpaid principal balance of the 2024 Note and all other sums payable with regard to the 2024 Note becoming immediately due and payable. On August 21, 2025, we and our Sponsor agreed to amend and restate the 2024 Note to solely raise the principal balance from $1,000,000 to $1,200,000. On January 28, 2026, we and our Sponsor agreed to further amend and restate the 2024 Note (the “Amended 2024 Note”) to raise the principal balance from $1,200,000 to $2,000,000 and extend the maturity date to the earlier of (i) December 31, 2026 or (ii) the date on which we consummate our initial business combination. Other than the foregoing terms, the Amended 2024 Note has the same terms as the Amended 2024 Note. As of March 31, 2026, there was $1,540,219 outstanding under the Amended 2024 Note.
Previous wording
In order to extend the time available for the Company to consummate a Business Combination, the initial shareholders or their affiliates or designees were initially required to deposit into the Trust Account $230,000 (approximately $0.033 per public share in either case) on or prior to the date of the applicable deadline for each one month extension, and up to an aggregate of $2,070,000, or $0.30 per public share. On August 26, 2025, through the Extraordinary General Meeting, the shareholders approved to reduce the payment from $0.033 per each outstanding public share (for each monthly extension) to an amount equal to the lesser of (i) $60,000 for all outstanding public shares and (ii) $0.033 for each outstanding public share. Any such payments would be made in the form of a loan. As of September 30, 2025 and December 31, 2024, the extension loan balance was $60,000 and $0, respectively, such amounts are included in “Promissory Notes – Related Party” presented on the balance sheets included in the financial statements filed with this Quarterly Report on Form 10-Q.
Current wording
In order to extend the time available for the Company to consummate a Business Combination, the initial shareholders or their affiliates or designees were initially required to deposit into the Trust Account $230,000 (approximately $0.033 per public share in either case) on or prior to the date of the applicable deadline for each one month extension, and up to an aggregate of $2,070,000, or $0.30 per public share. On August 26, 2025, through the Extraordinary General Meeting, the shareholders approved the proposal to reduce the extension payment from $0.033 per each outstanding public share (for each monthly extension) to an amount equal to the lesser of (i) $60,000 for all outstanding public shares and (ii) $0.033 for each outstanding public share. Any such payments would be made in the form of a loan. As of March 31, 2026 and December 31, 2025, the extension loan balance was $300,000 and $240,000, respectively; such amounts are included in “Promissory Notes – Related Party” presented on the balance sheets included in the financial statements filed with this Quarterly Report on Form 10-Q.
Previous wording
The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty. In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” management has determined that mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited financial statements. Our management plans to address this uncertainty through the initial business combination as discussed above. There is no assurance that our plans to consummate the initial business combination will be successful or successful by the deadline of completing an initial business combination as described above. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Current wording
The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty. In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” management has determined that mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited financial statements. The current business combination deadline is June 20, 2026. The Company is seeking shareholder approval at the June 11, 2026 Extraordinary General Meeting to extend the deadline by up to twelve additional monthly periods. There can be no assurance that shareholders will approve such extension. Our management plans to address this uncertainty through the initial business combination as discussed above. There is no assurance that our plans to consummate the initial business combination will be successful or successful by the deadline of completing an initial business combination as described above. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
The underwriters are to a cash underwriting discount of 2.0% of the gross proceeds of the initial public offering, or $1,380,000, upon the closing of the initial business combination. In addition, the underwriters are entitled to a deferred underwriting fee of 2.5% of the gross proceeds of the IPO, or $1,725,000, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.
Current wording
The underwriters are entitled to a deferred underwriting fee of 2.5% of the gross proceeds of the IPO, or $1,725,000, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.
Previous wording
On August 30, 2024, the Company issued the 2024 Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,000,000. The 2024 Note bears no interest and is repayable in full upon the earlier of consummation of the initial business combination of the Company or December 31, 2025. The issuance of the 2024 Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Current wording
On August 30, 2024, the Company issued the 2024 Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,000,000. The 2024 Note bears no interest and was repayable in full upon the earlier of consummation of the initial business combination of the Company or December 31, 2025. The issuance of the 2024 Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Previous wording
On August 21, 2025, the Company and Sponsor agreed to amend and restate the August 2024 Promissory Note to solely raise the principal balance from $1,000,000 to $1,200,000 (the “Amended Note”). Other than the increased principal amount, the Amended Note has the same terms as the 2024 Note.
Current wording
On August 21, 2025, the Company and Sponsor agreed to amend and restate the August 2024 Promissory Note to raise the principal balance from $1,000,000 to $1,200,000 (the “Amended Note”). Other than the increased principal amount, the Amended Note has the same terms as the 2024 Note.
Previous wording
Pursuant to the terms of our memorandum and articles of association and the trust agreement entered into between us and Wilmington Trust, National Association and Vstock Transfer LLC in connection with our IPO, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $230,000 ($0.033 per public share) on or prior to the date of the applicable deadline.
Current wording
Pursuant to the terms of our Amended and Restated Memorandum and Articles of Association and the trust agreement entered into between us and Wilmington Trust, National Association and Vstock Transfer LLC in connection with our IPO, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, we were initially required to deposit into the trust account $230,000 ($0.033 per public share) on or prior to the date of the applicable deadline.
Previous wording
On August 26, 2025, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) and obtained approval by ordinary resolution, the reduction of the monthly fee payable by the Company’s sponsor and/or its designee into the trust account to extend the date by which the Company must consummate its initial business combination from $0.033 per each outstanding public share (for each monthly extension) to an amount equal to the lesser of (i) $60,000 for all outstanding public shares and (ii) $0.033 for each outstanding public share. The first monthly extension fee must be made by September 20, 2025 while each subsequent monthly extension fee must be deposited into the trust account by the 20th of each succeeding month until June 20, 2026. On each of September 19, 2025, and October 20, 2025, the Company deposited $60,000 respectively into the Trust Account in order to extend the amount of available time to complete a business combination until November 20, 2025.
Current wording
On August 26, 2025, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) and obtained approval by ordinary resolution, the reduction of the monthly fee payable by the Company’s sponsor and/or its designee into the trust account to extend the date by which the Company must consummate its initial business combination from $0.033 per each outstanding public share (for each monthly extension) to an amount equal to the lesser of (i) $60,000 for all outstanding public shares and (ii) $0.033 for each outstanding public share. The first monthly extension fee must be made by September 20, 2025 while each subsequent monthly extension fee must be deposited into the trust account by the 20th of each succeeding month until June 20, 2026. The Sponsor has deposited $60,000 monthly into the Trust Account for each extension since September 2025. As of the filing date of this Quarterly Report, extension payments have been made to extend the current deadline through June 20, 2026.