Flag Ship Acquisition Corp. Signs Material Definitive Agreement

TL;DR

FSHPU signed a big deal on Oct 21st - details TBD.

AI Summary

Flag Ship Acquisition Corp. (FSHPU) entered into a material definitive agreement on October 21, 2024. The filing does not disclose specific details of the agreement or the counterparty, but it indicates a significant event for the company. Further information is expected to be released.

Why It Matters

This filing signals a significant development for Flag Ship Acquisition Corp., potentially related to its acquisition strategy or business operations. Investors will be looking for details on the nature of this agreement.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty and potential risk for investors.

Key Players & Entities

• Flag Ship Acquisition Corp. (company) — Registrant
• FSHPU (company) — Ticker Symbol
• October 21, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — each consisting of one Ordinary Share, $0.001 par value, and one right FSHPU The
• $10,000,000 — ended; and (vi) there shall be at least $10,000,000 of "available liquidity" as of the clos
• $12.50 — rice per Parent Share equals or exceeds $12.50 per share (as adjusted for share splits

Filing Documents

• flagship_8k.htm (8-K) — 82KB
• flagship_ex2-1.htm (EX-2.1) — 482KB
• flagship_ex10-1.htm (EX-10.1) — 85KB
• flagship_ex10-2.htm (EX-10.2) — 57KB
• flagship_ex10-3.htm (EX-10.3) — 60KB
• flagship_ex10-4.htm (EX-10.4) — 127KB
• flagship_ex99-1.htm (EX-99.1) — 30KB
• 0001829126-24-006932.txt ( ) — 1345KB
• fshpu-20241021.xsd (EX-101.SCH) — 4KB
• fshpu-20241021_def.xml (EX-101.DEF) — 26KB
• fshpu-20241021_lab.xml (EX-101.LAB) — 37KB
• fshpu-20241021_pre.xml (EX-101.PRE) — 25KB
• flagship_8k_htm.xml (XML) — 7KB

01

Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement On October 21, 2024, Flag Ship Acquisition Corporation (" Flag Ship " or the " Company ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Great Rich Technologies Limited, a public limited company incorporated under the laws of Hong Kong (" GRT "), and GRT Merger Star Limited, a Cayman Islands company limited by shares and a wholly-owned subsidiary of GRT (" Merger Sub "). Pursuant to the Merger Agreement, among other things, the Company will merge with and into Merger Sub (the " Merger "), with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GRT (the " Surviving Company "). Immediately upon Closing, the Company and Merger Sub will cause a plan of merger (the " Plan of Merger ") approved by the directors of each such entity consistent with the Merger Agreement, and in the form and containing such other documents as may be required by the Cayman Companies Act (the " Merger Documents ") to be executed and then filed for registration by the Cayman Registrar. The Merger will become effective at such time as the Plan of Merger is registered by the Cayman Registrar, or at such other time subsequent thereto, but not exceeding 90 days from the date of registration, as mutually agreed between Merger Sub and the Company and specified in the Plan of Merger (the " Effective Time "). At the Effective Time, by virtue of the Merger and without any action of the part of the Company, Merger Sub or any other Person: (i) each of the Company's ordinary shares (the " Company Shares ") issued and outstanding immediately prior to the Effective Time, excluding the Excluded Shares and Dissenting Shares (each, as defined below), if any, will be automatically cancelled, extinguished and exchanged for the right to receive, immediately upon consummation the Merger, one (1) ordinary share of GRT (such shares of GRT, collectively, " Parent Ordinary Shares ") p

01

Item 7.01 Regulation FD Disclosure. On October 22, 2024, the Company issued a press release announcing the execution of the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this Report and is incorporated herein by reference. The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01. 5 IMPORTANT NOTICES ADDITIONAL INFORMATION AND WHERE TO FIND IT THIS CURRENT REPORT ON FORM 8-K (THIS "REPORT") IS BEING MADE IN RESPECT OF A PROPOSED BUSINESS COMBINATION INVOLVING GREAT RICH TECHNOLOGIES LIMITED ("GRT" OR "PARENT") AND FLAG SHIP ACQUISITION CORPORATION (THE "COMPANY"). THIS REPORT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES OR A SOLICITATION OF ANY VOTE OR APPROVAL NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE PROPOSED TRANSACTION WILL BE SUBMITTED TO THE SHAREHOLDERS OF GRT AND THE COMPANY FOR THEIR CONSIDERATION. GRT INTENDS TO FILE WITH THE SEC A REGISTRATION STATEMENT ON FORM F-4 (AS MAY BE AMENDED FROM TIME TO TIME, THE "REGISTRATION STATEMENT") THAT WILL INCLUDE A PRELIMINARY PROSPECTUS WITH RESPECT TO GRT'S ORDINARY SHARES AND ADSS TO BE ISSUED IN THE PROPOSED TRANSACTION AND A PROXY STATEMENT OF THE COMPANY IN CONNECTION WITH THE MERGER. AFTER THE REGIST

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS THIS REPORT AND THE EXHIBITS HERETO INCLUDE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SAFE HARBOR PROVISIONS OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ANY ACTUAL RESULTS MAY DIFFER FROM EXPECTATIONS, ESTIMATES AND PROJECTIONS PRESENTED OR IMPLIED AND, CONSEQUENTLY, YOU SHOULD NOT RELY ON THESE FORWARD-LOOKING STATEMENTS AS PREDICTIONS OF FUTURE EVENTS. WORDS SUCH AS "EXPECT," "ESTIMATE," "PROJECT," "BUDGET," "FORECAST," "ANTICIPATE," "INTEND," "PLAN," "MAY," "WILL," "COULD," "SHOULD," "BELIEVES," "PREDICTS," "POTENTIAL," "CONTINUE," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, THE COMPANY'S EXPECTATIONS WITH RESPECT TO FUTURE PERFORMANCE, ANTICIPATED FINANCIAL IMPACTS OF THE PROPOSED BUSINESS COMBINATION, APPROVAL OF THE BUSINESS COMBINATION TRANSACTIONS BY SECURITY HOLDERS, THE SATISFACTION OF THE CLOSING CONDITIONS TO SUCH TRANSACTIONS AND THE TIMING OF THE COMPLETION OF SUCH TRANSACTIONS. SUCH FORWARD-LOOKING STATEMENTS RELATE TO

View Full Filing

View this 8-K filing on SEC EDGAR