IPO and Fundraising - The company completed its IPO on June 20, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units[119]. - The company incurred 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 the closing of the initial business combination[132]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $453,501, primarily from interest and dividends earned on the Trust Account[117]. - For the nine months ended September 30, 2025, net income was $1,620,825, with interest and dividends from the Trust Account amounting to $2,172,140[118]. - The Company has raised significant professional costs and may need to secure additional capital to complete a Business Combination, raising doubts about its ability to continue as a going concern[127][128]. Trust Account and Cash Management - As of September 30, 2025, the Trust Account held cash and investments totaling $32,584,205, which will be used to complete the Business Combination[122]. - The company intends to use funds held in the Trust Account for working capital and to finance operations of the target business post-merger[122]. - As of September 30, 2025, the company had $18,751 in cash held outside the Trust Account, which will be used for business combination-related expenses[123]. Business Combination and Mergers - A proposed merger with Great Future Technology Inc. (GFT) was announced on April 18, 2025, replacing a previous merger agreement with Great Rich Technologies Limited[113]. - The company has the option to extend the deadline for completing the initial business combination up to 24 months, subject to additional funding from the Sponsor[112]. Loans and Financial Obligations - The company may receive loans from the Sponsor or affiliates to cover working capital deficiencies, with up to $1,500,000 convertible into units at $10.00 per unit[124]. - The Company issued an unsecured promissory note (the "2024 Note") with a principal amount of up to $1,200,000, amended from $1,000,000, as of August 21, 2025[125][136]. - As of September 30, 2025, the outstanding balance under the Amended 2024 Note was $1,170,351[125]. - The Company incurred a monthly fee of $10,000 for administrative services starting June 20, 2024, until the completion of a Business Combination or liquidation[130][133]. - The Company approved a reduction in extension payments from $0.033 per public share to a maximum of $60,000 for all outstanding public shares, effective August 26, 2025[126][138]. - As of September 30, 2025, the extension loan balance was $60,000, included in "Promissory Notes – Related Party" on the balance sheet[126]. Regulatory and Compliance - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[142][143]. - The Company has no long-term debt or off-balance sheet arrangements as of September 30, 2025[130][141]. Investment Strategy - The Company has invested IPO proceeds in U.S. government securities with a maturity of 180 days or less, minimizing exposure to interest rate risk[144].
Flag Ship Acquisition Corporation(FSHP) - 2025 Q3 - Quarterly Report