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) - 2025 Q1 - Quarterly Report