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 Q3 - Quarterly Report