Flag Ship Acquisition Corporation(FSHPU)
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Flag Ship Acquisition Corporation(FSHPU) - 2025 Q3 - Quarterly Report
2025-10-31 01:27
Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $453,501, with interest and dividends earned of $690,097[117]. - For the nine months ended September 30, 2025, the company achieved a net income of $1,620,825, primarily from interest and dividends of $2,172,140[118]. - As of September 30, 2025, the company had cash and investments held in the Trust Account amounting to $32,584,205[122]. - As of September 30, 2025, the company had $18,751 in cash held outside the Trust Account for operational expenses related to the Business Combination[123]. - As of September 30, 2025, the outstanding balance under the Amended 2024 Note was $1,170,351[125]. - The Company has no long-term debt or off-balance sheet arrangements as of September 30, 2025[130][141]. IPO and Transaction Costs - The company completed its IPO on June 20, 2024, generating gross proceeds of $69,000,000 from the sale of 6,900,000 units[119]. - The company incurred total transaction costs of $3,448,233 related to the IPO, including $1,380,000 in underwriting fees[120]. - The underwriters are entitled to a cash underwriting discount of 2.0% of the gross proceeds of the IPO, amounting to $1,380,000, upon closing of the initial business combination[132]. Business Combination and Funding - The company has the option to extend the deadline for completing its initial business combination up to 24 months, subject to additional funding from the Sponsor[112]. - A proposed merger with Great Future Technology Inc. was announced on April 18, 2025, replacing a previous merger agreement[113]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with the possibility of withdrawing interest to pay taxes[122]. - The company may receive working capital loans from the Sponsor or affiliates to cover deficiencies or transaction costs related to the Business Combination[124]. - The Company issued an unsecured promissory note (the "2024 Note") with a principal amount of up to $1,200,000, amended from the original $1,000,000, due by December 31, 2025, or upon consummation of the initial business combination[125][136]. - Shareholders approved a reduction in the extension payment for business combination from $0.033 per public share to a maximum of $60,000 for all outstanding public shares[126][138]. - The Company deposited $60,000 into the Trust Account on September 19, 2025, and October 20, 2025, to extend the deadline for completing a business combination until November 20, 2025[138]. Liquidity and Going Concern - The Company has significant professional and transaction costs associated with remaining publicly traded and pursuing a business combination, raising concerns about liquidity[127]. - There is substantial doubt about the Company's ability to continue as a going concern for one year from the issuance date of the unaudited financial statements[128]. Administrative Costs - The Company incurred a monthly fee of $10,000 for administrative services starting June 20, 2024, continuing until the completion of a business combination or liquidation[130][133]. Regulatory Status - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[142].
Flag Ship Acquisition Corporation(FSHPU) - 2025 Q2 - Quarterly Report
2025-08-01 20:10
IPO and Financial Proceeds - The company completed its IPO in June 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units[111]. - The underwriters are entitled to a cash underwriting discount of 2.0% of the gross proceeds of the IPO, amounting to $1,380,000, and a deferred fee of 2.5%, totaling $1,725,000[121]. Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $589,626, primarily from interest and dividends earned on Trust Account investments[109]. - For the six months ended June 30, 2025, the company achieved a net income of $1,167,324, with interest and dividends from Trust Account investments totaling $1,482,043[110]. Trust Account and Cash Management - As of June 30, 2025, the company had cash and investments held in the Trust Account amounting to $72,281,179, which will be used to complete its Business Combination[113]. - As of June 30, 2025, the company had $19,769 in cash held outside the Trust Account, intended for operational expenses related to the proposed business combination[114]. Business Combination and Agreements - The company entered into a merger agreement with Great Future Technology Inc. on April 18, 2025, which will replace a previous merger agreement with Great Rich Technologies Limited[105]. - The company has the option to extend the deadline for completing its initial business combination up to 24 months from the IPO closing date, subject to additional funds being deposited into the Trust Account[104]. Expenses and Financial Obligations - The company incurred $3,448,233 in transaction costs related to the IPO, including $1,380,000 in underwriting fees[112]. - The company expects to incur increased expenses due to being a public entity, including legal and compliance costs[108]. - The company has incurred significant professional costs to remain publicly traded and expects to continue incurring transaction costs for a business combination[117]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 to the Sponsor for administrative services[119]. Going Concern and Financial Risks - There is substantial doubt about the company's ability to continue as a going concern for one year from the issuance date of the unaudited financial statements[118]. - The company may receive loans from its Sponsor or affiliates to cover working capital deficiencies or transaction costs related to the Business Combination[115]. - As of June 30, 2025, the company was not subject to any material market or interest rate risk, with IPO proceeds invested in U.S. government securities[131]. Notes and Accounting Standards - The company issued a 2024 Note to the Sponsor allowing borrowing up to $1,000,000, repayable upon the earlier of business combination or December 31, 2025[124]. - To extend the time for consummating the initial business combination, the Sponsor must deposit $230,000 into the trust account[125]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[129].
Flag Ship Acquisition Corporation(FSHPU) - 2025 Q1 - Quarterly Report
2025-05-13 20:30
Financial Overview - The company completed its IPO in June 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units[96]. - As of March 31, 2025, the company had cash and investments held in the Trust Account totaling $71,538,905[98]. - For the three months ended March 31, 2025, the company reported a net income of $577,698, primarily from interest and dividends earned on the Trust Account[95]. - The company incurred $3,448,233 in transaction costs related to the IPO, including $1,380,000 in underwriting fees[97]. - The underwriters will receive a cash underwriting discount of 2.0% of the gross proceeds from the IPO, amounting to $1,380,000, and a deferred fee of 2.5%, totaling $1,725,000, upon the closing of a business combination[106]. Business Combination - The proposed business combination with Great Future Technology Inc. was formalized on April 18, 2025, replacing a previous agreement with Great Rich Technologies Limited[91]. - The company has until June 20, 2026, to complete its initial business combination, with the possibility of extending this deadline by depositing additional funds into the Trust Account[90]. - The company anticipates using funds from the Trust Account primarily to complete its business combination and may withdraw interest to cover taxes[98]. - The company has outstanding loans under the 2024 Note totaling $850,351 as of March 31, 2025, which may be used for business combination expenses[101]. - To extend the time for consummating the initial business combination, the sponsor must deposit $230,000 into the trust account, equating to $0.033 per public share[110]. Liquidity and Financial Obligations - The company has a liquidity concern, as it may need to raise additional capital to meet working capital needs and complete a business combination[102]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative services starting June 20, 2024[104]. - The company issued a 2024 Note allowing borrowing up to $1,000,000, which bears no interest and is repayable upon the initial business combination or by December 31, 2025[109]. - As of March 31, 2025, the company had no off-balance sheet arrangements[113]. Regulatory and Market Considerations - The company expects to incur significant costs as a public entity, including legal and compliance expenses, as well as due diligence costs related to potential business combinations[94]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[114]. - The company is not subject to material market or interest rate risk, with IPO proceeds invested in U.S. government securities or money market funds[116].
Flag Ship Acquisition Corporation(FSHPU) - 2024 Q4 - Annual Report
2025-03-04 21:30
Financial Performance - For the year ended December 31, 2024, the company reported a net income of $909,838, primarily from dividend income of $1,799,136 on marketable securities held in the Trust Account, offset by expenses of $889,298 [396]. - The company had cash of $76,747 held outside the Trust Account as of December 31, 2024, which will be used for operational needs and potential Business Combination expenses [400]. Initial Public Offering - The company completed its Initial Public Offering on June 20, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 Units and an additional $2,380,000 from the sale of 238,000 Private Units [397]. - The company incurred total transaction costs of $3,448,233 related to the Initial Public Offering, including $1,380,000 in underwriting fees and $1,725,000 in deferred underwriting fees [398]. Trust Account and Investments - As of December 31, 2024, the company had investments in the Trust Account totaling $70,799,136, which will be used to complete the Business Combination [399]. - The company plans to use substantially all funds in the Trust Account for the Business Combination, with the possibility of withdrawing interest to pay taxes [399]. Debt and Financing - The company issued an unsecured promissory note (the "2024 Note") for up to $1,000,000 to the Sponsor, with $677,851 outstanding as of December 31, 2024 [402]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2024 [404]. - The company may need to raise additional capital through loans or investments to complete the Business Combination, which raises concerns about its ability to continue as a going concern if the transaction does not close [403]. Future Expenses - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence costs related to the Business Combination [395].
Flag Ship Acquisition Corporation(FSHPU) - 2024 Q3 - Quarterly Report
2024-11-12 21:05
Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $488,327, driven by dividend income of $891,298 from investments held in the Trust Account, offset by formation and operating costs of $402,971[104]. - For the nine months ended September 30, 2024, the company achieved a net income of $432,463, with dividend income of $989,243 and formation and operating costs of $556,780[106]. - The company incurred a net loss of $45,809 for the three months ended September 30, 2023, entirely attributed to formation and operating costs[106]. Company Structure and Regulations - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[116]. - The company had no off-balance sheet arrangements as of September 30, 2024[115]. Costs and Expenses - The company expects to incur significant costs in pursuing its acquisition plans, with no assurance of successful completion of a Business Combination[102]. - The underwriters are entitled to a cash underwriting discount of 2.0% of the gross proceeds of the initial public offering, amounting to $1,380,000, upon the closing of the initial business combination[109]. - The company has entered into an agreement to pay its sponsor $10,000 per month for administrative support services until the consummation of the initial business combination[110]. Investment and Risk Management - As of September 30, 2024, the company was not subject to any market or interest rate risk, with investments in U.S. government securities and money market funds[118]. - The company generated non-operating income in the form of interest income from the Trust Account, with no operating revenues expected until the completion of its initial business combination[103].
Flag Ship Acquisition Corporation(FSHPU) - 2024 Q2 - Quarterly Report
2024-08-08 13:16
Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $19,924, driven by dividend income of $97,945 from investments held in the Trust Account, offset by formation and operating costs of $78,021 [101]. - For the six months ended June 30, 2024, the company experienced a net loss of $55,864, with formation and operating costs totaling $153,809, partially offset by dividend income of $97,945 [103]. - The company reported a net income of $2,546 for the three months ended June 30, 2023, with other income of $4,250 and formation and operating costs of $1,704 [103]. Business Operations - The company has not generated any operating revenues since inception and will only do so upon the completion of its initial business combination [100]. - The company expects to incur significant costs in pursuing its acquisition plans, with no assurance of successful completion of a business combination [99]. - The company has entered into an agreement to pay its sponsor $10,000 per month for administrative support services until the consummation of the initial business combination [107]. Financial Position - As of June 30, 2024, the company had no off-balance sheet arrangements [112]. - As of June 30, 2024, the company was not subject to any market or interest rate risk, as proceeds from the initial public offering have been invested in short-term U.S. government securities [115]. - The company incurred a cash underwriting discount of 2.0% of the gross proceeds of the initial public offering, amounting to $1,380,000, upon the closing of the initial business combination [106]. Regulatory Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [113].
Flag Ship Acquisition Corporation(FSHPU) - Prospectus(update)
2024-05-21 23:17
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Flag Ship Acquisition Corporation As filed with the U.S. Securities and Exchange Commission on May 21, 2024 Registration No. 333-261028 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 N/A (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Iden ...
Flag Ship Acquisition Corporation(FSHPU) - Prospectus(update)
2024-03-22 15:53
As filed with the U.S. Securities and Exchange Commission on March 22, 2024 Registration No. 333-261028 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Flag Ship Acquisition Corporation (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 N/A (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Id ...
Flag Ship Acquisition Corporation(FSHPU) - Prospectus(update)
2023-10-06 23:27
As filed with the U.S. Securities and Exchange Commission on October 6, 2023 Registration No. 333-261028 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Flag Ship Acquisition Corporation (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 N/A (Primary Standard Industrial Classification Code Number) (I.R.S. Employer I ...