Flag Ship Acquisition Corp
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
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.
Jun 30, 2026 · Filed Aug 14, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001829126-26-008880
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 59 previous paragraphs and 63 current paragraphs.
35 unchanged; 20 reworded; 5 added; 4 removed; 0 previous and 3 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 (5)
Current report
For the three months ended June 30, 2026, we had net income of $184,954, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $294,999, partially offset by formation, general and administrative expenses of $110,045.
Current report
For the six months ended June 30, 2026, we had net income of $314,782, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $585,461, partially offset by formation, general and administrative expenses of $270,679.
Current report
For the three months ended June 30, 2025, we had net income of $589,626, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $742,274, partially offset by formation, general and administrative expenses of $152,648.
Current report
For the six months ended June 30, 2025, we had net income of $1,167,324, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $1,482,043, partially offset by formation, general and administrative expenses of $314,719.
Current report
August 2024 Promissory Note
Removed paragraphs (4)
Previous 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.
Previous report
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 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.
Reworded paragraphs (20)
Previous wording
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Flag Ship Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Whale Management Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Current wording
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Flag Ship Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Whale Management Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Previous wording
Following the IPO and the sale of the Private Units, a total of $69,000,000 was placed in the Trust Account. We incurred $3,448,233 in transaction costs, including $1,380,000 of underwriting fees, $1,725,000 of deferred underwriting fees and $343,233 of other offering costs.
Current wording
Following the IPO and the sale of the Private Placement Units, a total of $69,000,000 was placed in the Trust Account. We incurred $3,448,233 in transaction costs, including $1,380,000 of underwriting fees, $1,725,000 of deferred underwriting fees and $343,233 of other offering costs.
Previous wording
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 wording
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 the 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. Following our extraordinary general meeting of shareholders held on June 11, 2026, we have up to 36 months from the closing of the IPO, or June 20, 2027, to complete our initial business combination (such time period may be referred to as the “Prescribed Time Frame”).
Previous 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.
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. At extraordinary general meetings held on August 26, 2025 and June 11, 2026, 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. After the redemption of our public shares in connection with the extraordinary general meeting held on June 11, 2026, the Sponsor (or its affiliates or designees) is required to deposit $51,842 into the Trust Account for each monthly extension. Any funds which may be provided to extend the time frame will be in the form of a loan to the Company from the Sponsor. The terms of any such loan have not been definitely negotiated, provided, however, any loan will be interest free and will be repayable only if the Company completes a Business Combination.
Previous wording
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 wording
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 has been conducting due diligence on Bluechip and the parties have been 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. As of the date of this Quarterly Report, the parties have not yet entered into a definitive agreement. The Company continues to evaluate potential business combination opportunities.
Previous 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.
Current wording
For the six months ended June 30, 2026, net cash used in operating activities was $260,359. Net income of $314,782 was mainly impacted by interest and dividends earned on cash and investments held in the trust account of $585,461.
Previous 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.
Current wording
As of June 30, 2026, we had cash and investments held in the Trust Account of $34,017,341. 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 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.
Current wording
As of June 30, 2026, we had cash of $1,300 held outside of the Trust Account and a working capital deficit of $2,061,322, excluding $34,017,341 payables due to redeeming shareholders to be paid out from the Trust Account. We intend to use the funds available to us under the Amended 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 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.
Current wording
On August 30, 2024, we issued an unsecured promissory note (the “August 2024 Promissory Note”) in the principal amount of up to $1,000,000 to our Sponsor pursuant to which we may borrow additional funds. The August 2024 Promissory 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 August 2024 Promissory Note, it shall not be available for future drawdown requests even if prepaid. The August 2024 Promissory 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 August 2024 Promissory Note and all other sums payable with regard to the August 2024 Promissory Note becoming immediately due and payable. On August 21, 2025, we and our 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. On January 28, 2026, we and our Sponsor agreed to further amend and restate the August 2024 Promissory 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 June 30, 2026, there was $2,053,701 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 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.
Current wording
In order to extend the time available for the Company 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. Following the extraordinary general meetings of shareholders held on August 26, 2025 and June 11, 2026, our shareholders approved proposals 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. After the redemption of our public shares in connection therewith, the Sponsor (or its affiliates or designees) is required to deposit $51,842 into the Trust Account for each monthly extension. Any such payments would be made in the form of a loan. As of June 30, 2026 and December 31, 2025, the extension loan balance was $591,842 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
We have incurred and expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination. In order to complete a Business Combination, we will need to raise additional capital through loans or additional investments from our Sponsor, shareholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern one year from the issuance date of the unaudited financial statements.
Current wording
We have incurred and expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination. In order to complete a Business Combination, we will need to raise additional capital through loans or additional investments from our Sponsor, shareholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern one year from the issuance date of the unaudited condensed financial statements.
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. 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.
Current wording
The unaudited condensed 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 condensed financial statements. The current business combination deadline is June 20, 2027. Our management plans to address this uncertainty through the initial business combination as discussed above. There is no assurance that our plans for the initial business combination will be consummated on or before the applicable deadline as described above. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
Pursuant to a registration rights agreement entered into on June 17, 2024, the holders of the insider shares, private placement units (including securities contained therein), and units (including securities contained therein) that may be issued on conversion of working capital loans or extension loans (and) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of our initial public offering requiring us to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.
Current wording
Pursuant to a registration rights agreement entered into on June 17, 2024, the holders of the insider shares, private placement units (including securities contained therein), and units (including securities contained therein) that may be issued on conversion of working capital loans or extension loans are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of our initial public offering requiring us to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of an initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.
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 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.
Current wording
On August 30, 2024, the Company issued the August 2024 Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,000,000. The August 2024 Promissory 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 August 2024 Promissory 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 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 August 2024 Promissory Note.
Previous 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.
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. From September 2025 to July 2026, the Company has caused an aggregate amount of $643,684 to be deposited into the Trust Account to extend the amount of available time to complete a business combination until August 20, 2026.
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. 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.
Current wording
On August 26, 2025, the Company held an extraordinary general meeting of shareholders at which the shareholders approved a proposal to reduce the required 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. Thereafter, we held the extraordinary general meeting of shareholders on June 11, 2026 at which the Company’s shareholders approved amendments to our Amended and Restated Memorandum and Articles of Association and the Investment Management Trust Agreement to extend the deadline to consummate a business combination by up to twelve (12) additional one-month periods, from June 20, 2026 to June 20, 2027, subject to the Sponsor or its designee depositing the lesser of (i) $60,000 and (ii) $0.033 for each outstanding public share into the Trust Account for each monthly extension. After the redemption of our public shares in connection with these events, the Sponsor (or its affiliates or designees) is required to deposit $51,842 into the Trust Account for each monthly extension. 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, 2027. As of the filing date of this Quarterly Report, extension payments have been made to extend the current deadline through August 20, 2026.
Previous wording
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the periods reported. Actual results could materially differ from those estimates. A critical accounting estimate to our unaudited financial statements includes the valuation of ordinary shares subject to possible redemption. We have not identified any critical accounting estimates.
Current wording
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the periods reported. Actual results could materially differ from those estimates. A critical accounting estimate to our unaudited condensed financial statements includes the valuation of ordinary shares subject to possible redemption. We have not identified any critical accounting estimates.
Previous wording
Our management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited financial statements.
Current wording
Our management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Previous wording
As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Current wording
As of June 30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
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 during the Prescribed Time Frame. Extension payments of $60,000 for each monthly extension were deposited into the Trust Account covering extensions through June 20, 2026. Subsequently, the Sponsor has deposited monthly extension payments of $51,842 into the Trust Account in June 2026 and July 2026 in order to extend the deadline to consummate a business combination to August 20, 2026.
Current report — wording carried from elsewhere
In connection with the extraordinary general meeting held in August 2025, 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. In connection with the extraordinary general meeting held on June 11, 2026, holders of 1,507,257 ordinary shares of the Company properly exercised their right to redeem their shares for cash for an aggregate redemption amount of approximately $16,682,320, which were paid in July 2026.
Current report — wording carried from elsewhere
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.