What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-08 · 113 added, 44 removed, 366 unchanged (30% of the section changed)

3 unchanged sentences

(Currency expressed in United States Dollars (“US$”), except for number of shares)

September 30,

Current asset:

6 unchanged sentences

Accrued liabilities

Amount due to related party

Promissory note – related party

Promissory notes – related party

Total current liabilities

2 unchanged sentences

Commitments and contingencies

Ordinary shares subject to possible redemption, 6,900,000 and 0 shares issued and outstanding at redemption value of $ 10.01 and $ 0 at June 30, 2024 and December 31, 2023, respectively

Ordinary shares subject to possible redemption, 6,900,000 and 0 shares issued and outstanding at redemption value of $ 10.14 and $ 0 at September 30, 2024 and December 31, 2023, respectively

Shareholder’s deficit:

1 unchanged sentence

50,000,000 shares authorized;

1,963,000 and 1,725,000 shares issued and outstanding (excluding 6,900,000 and 0 shares, subject to possible redemption as of June 30, 2024 and December 31, 2023, respectively)

1,963,000 and 1,725,000 shares issued and outstanding (excluding 6,900,000 and 0 shares, subject to possible redemption as of September 30, 2024 and December 31, 2023, respectively)

Additional paid in capital

7 unchanged sentences

Three months ended

Six months ended

September 30,

Nine months ended

September 30,

Formation, general and administrative expenses

5 unchanged sentences

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption

Basic and diluted net income (loss) per ordinary shares subject to possible redemption

Basic and diluted net income per ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, ordinary shares attributable to Flag Ship Acquisition Corporation

4 unchanged sentences

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Six months ended June 30, 2024

Nine months ended September 30, 2024

Ordinary shares

11 unchanged sentences

Balance as of June 30, 2024

Six months ended June 30, 2023

Subsequent remeasurement of ordinary shares subject to redemption

Net income for the period

Balance as of September 30, 2024

Nine months ended September 30, 2023

Ordinary shares

5 unchanged sentences

Balance as of June 30, 2023

Net loss for the period

Balance as of September 30, 2023

See accompanying notes to unaudited financial statements.

2 unchanged sentences

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Six months ended

Nine months ended

September 30,

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income to net cash used in operating activities:

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Dividend income earned in cash and investments held in trust account

Change in operating assets and liabilities

Deferred offering costs

Deferred offering cost

Prepayments and deposits

7 unchanged sentences

Proceed from private placement

Advance from related party

Repayment of promissory note - related party

Proceeds from Promissory Notes – Related Party

Repayment of Promissory Notes – Related Party

Net cash provided by (used in) financing activities

17 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2024, the Company had not yet commenced any operations.

All activities through June 30, 2024 relate to the Company’s formation and the initial public offering (the “Initial Public Offering”).

As of September 30, 2024, the Company had not yet commenced any operations.

All activities through September 30, 2024 relate to the Company’s formation and the initial public offering (the “Initial Public Offering”).

Since the Initial Public Offering, the Company’s activity has been limited to the evaluation of business combination candidates.

41 unchanged sentences

The terms of any such loan have not been definitely negotiated, provided, however, any loan will be interest free and will be repayable only if the Company completes a Business Combination.

On October 21, 2024, 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 ”).

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 ”) payable in American Depositary Shares of GRT (“ Parent ADSs ”) for each such Company

Share (the “ Per Share Merger Consideration ”);

(ii) each right to receive one-tenth (1/10 th )

of a Company Share at the consummation of a business combination of the Company (a “ Company Right ”) that is

outstanding immediately prior to the Effective Time will be cancelled, extinguished and exchanged for the right to receive, immediately

upon the consummation of the Merger, Parent Ordinary Shares, payable in Parent ADSs, in an amount equal to (in each case, as rounded down

to the nearest whole number) the product of (a) the Per Share Merger Consideration, multiplied by (b) the number of Company

Shares that the holder of the cancelled Company Right (the “ Company Rights Holder ”) would have been entitled

to receive from the Company assuming satisfaction of the terms and conditions of such Company Right, multiplied by (c) the ADS exchange

rate of rate of one (1) Parent Ordinary Share per one (1) Parent ADS (the “ ADS Exchange Rate ”) (the “ Rights

Merger Consideration ”).

The aggregate consideration payable to pursuant

to the Merger Agreement to the shareholders of the Company (“ Company Shareholders ”) entitled thereto shall consist

of that number of Parent Ordinary Shares payable in Parent ADSs that is equal to (i) the Per Share Merger Consideration multiplied by

the number of Company Shares registered in the name of those Company Shareholders immediately prior to the Effective Time, multiplied

by the ADS Exchange Rate, plus (ii) the Rights Merger Consideration, as described above.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

5 unchanged sentences

Going concern consideration

As of June 30, 2024, the Company had cash of $ 105,626 and a working capital of $ 195,752 .

As of September 30, 2024, the Company had cash of $ 215 and a working deficit of $ 207,219 .

Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the IPO and the Private Placement.

30 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had cash balance of $ 105,626 and $ 116,210 as of June 30, 2024 and December 31, 2023, respectively.

The Company has no cash equivalents as of June 30, 2024 and December 31, 2023.

The Company had cash balance of $ 215 and $ 116,210 as of September 30, 2024 and December 31, 2023, respectively.

The Company has no cash equivalents as of September 30, 2024 and December 31, 2023.

Deferred offering costs

28 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2024 and December 31, 2023.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

10 unchanged sentences

The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, as of June 30, 2024 and December 31, 2023, 6,900,000 and 0 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited balance sheet, respectively.

Accordingly, as of September 30, 2024 and December 31, 2023, 6,900,000 and 0 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited balance sheet, respectively.

Net income (loss) per share

4 unchanged sentences

Schedule of unaudited statement of operations

six months ended

Net (loss) income

nine months ended

September 30,

nine months ended

September 30,

Net income (loss)

three months ended

September 30,

three months ended

September 30,

Net income (loss)

Schedule of Basic and dilute net

income per share

Six Months Ended

Nine Months Ended

September 30,

Non-Redeemable

12 unchanged sentences

Three Months Ended

September 30,

Non-Redeemable

5 unchanged sentences

Basic and diluted net income per share:

Allocation of net income including carrying value to redemption value

Allocation of net income

Allocation of net income (loss) including carrying value to redemption

Allocation of net income (loss)

Denominators:

25 unchanged sentences

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Schedule of fair value hierarchy

September 30,

Active Markets

28 unchanged sentences

The initial shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until (1) with respect to 50% of the Founder Shares, the earlier of six months after the completion of a Business Combination and the date on which the closing price of the ordinary shares equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the Founder Shares, six months after the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note — Related Party

On January 28, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 (the “Promissory Note”).

The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Proposed Offering.

On February 4, 2022, the Company and the Sponsor mutually agreed to extend the repayment date on the earlier of (i) December 31, 2022 or (ii) the consummation of the Proposed Offering.

On December 2, 2022, the Company and the Sponsor mutually agreed to increase the principal amount up to $ 500,000 and extend the repayment date on the earlier of (i) December 31, 2023 or (ii) the consummation of the Proposed Offering.

On December 29, 2023, the Company and the Sponsor mutually agreed to increase the principal amount up to $ 500,000 and extend the repayment date on the earlier of (i) December 31, 2024 or (ii) the consummation of the Proposed Offering.

As of June 30, 2024 and December 31, 2023, the principal amount due and owing under the Promissory Note was $ 0 and $ 433,554 , respectively.

Due to Related Party

As of June 30, 2024 and December 31, 2023, the Company had an advance of $ 10,000 and $ 0 due to Sponsor, respectively.

The balance is unsecured, interest-free and has no fixed terms of repayment.

Promissory Notes — Related Party

On January 28, 2021, the Company issued an unsecured

promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000

(the “Promissory Note”).

The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31,

2021 or (ii) the consummation of the Proposed Offering.

On February 4, 2022, the Company and the Sponsor mutually agreed to extend

the repayment date on the earlier of (i) December 31, 2022 or (ii) the consummation of the Proposed Offering.

On December 2,

2022, the Company and the Sponsor mutually agreed to increase the principal amount up to $ 500,000

and extend the repayment date on the earlier of (i) December 31, 2023 or (ii) the consummation of the Proposed Offering.

On December 29, 2023, the Company and the Sponsor mutually agreed to extend the repayment date on the earlier of (i) December 31,

2024 or (ii) the consummation of the Proposed Offering.

On August 30, 2024, the Company issued an unsecured

promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 1,000,000 (the “Promissory

The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the consummation

of the initial business combination.

As of September 30, 2024 and

December 31, 2023, the principal amount due and owing under the Promissory Notes was $ 317,566

and $ 433,554 ,

respectively.

Administrative Services Agreement

9 unchanged sentences

The units would be identical to the Private Units.

As of June 30, 2024 and December 31, 2023, the Company had no borrowings under the working capital loans.

As of September 30, 2024 and December 31, 2023, the Company had no borrowings under the working capital loans.

Related Party Extension Loans

7 unchanged sentences

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination.

There was no extension loan as of June 30, 2024.

There was no extension loan as of September 30, 2024.

NOTE 6 – SHAREHOLDER’S EQUITY

Ordinary shares

The Company is authorized to issue 50,000,000 ordinary shares with $ 0.001 par value.

The Company is authorized to issue 50,000,000

ordinary shares with $ 0.001

Holders of the Company’s ordinary shares are entitled to one vote for each share.

As of June 30, 2024 and December 31, 2023, there were 1,963,000 and 1,725,000 ordinary shares issued and outstanding, excluding 6,900,000 and 0 ordinary shares subject to possible redemption, respectively.

As of September 30, 2024 and

December 31, 2023, there were 1,963,000

and 1,725,000

(of which 225,000 ordinary shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not

exercised in full) ordinary shares issued and outstanding, excluding 6,900,000

ordinary shares subject to possible redemption, respectively.

Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

31 unchanged sentences

NOTE 8 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited financial statements were available to be issued.

The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited financial statements.

The Company evaluated subsequent events and

transactions that occurred after the balance sheet date up to the date that the unaudited financial statements were issued.

Other than as described below, the Company did not identify any other subsequent events that would have required adjustment

or disclosure in the unaudited financial statements.

On October 21, 2024, the Company entered

into 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 ”).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements