What changed in this filing

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Item 1. Financial Statements

2025-05-13 compared with 2024-11-12 · 302 added, 199 removed, 280 unchanged (64% of the section changed)

3 unchanged sentences

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

September 30,

Current asset:

1 unchanged sentence

Total current assets

Deferred offering costs

Investments held in trust account

LIABILITIES AND SHAREHOLDER’S DEFICIT

Cash and investments held in trust account

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:

5 unchanged sentences

Commitments and contingencies

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

Shareholder’s deficit:

Ordinary shares subject to possible redemption, 6,900,000 and 6,900,000 shares issued and outstanding at redemption value of $ 10.37 and $ 10.26 at March 31, 2025 and December 31, 2024, respectively

Shareholders’ deficit:

Ordinary shares, $ 0.001 par value;

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 September 30, 2024 and December 31, 2023, respectively)

Additional paid in capital

1,963,000 and 1,963,000 shares issued and outstanding (excluding 6,900,000 and 6,900,000 shares, subject to possible redemption as of March 31, 2025 and December 31, 2024, respectively)

Accumulated deficit

Total Shareholder’s deficit

TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT

Total Shareholders’ deficit

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

See accompanying notes to unaudited financial statements.

3 unchanged sentences

three months ended

September 30,

Nine months ended

September 30,

Formation, general and administrative expenses

Other income:

Dividend income earned in investments held in Trust Account

dividends earned on cash and investments held in Trust Account

Total other income, net

7 unchanged sentences

FLAG SHIP ACQUISITION CORPORATION

UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT

UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

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

Nine months ended September 30, 2024

For the three months ended March 31, 2025

Ordinary shares

1 unchanged sentence

Balance as of January 1, 2025

Net loss for the period

Balance as of March 31, 2024

Sale of units in initial public offering, net of offering costs

Sale of units to the founder in private placement

Initial classification of ordinary shares subject to possible redemption

Allocation of offering costs to ordinary shares subject to redemption

Accretion of carrying value to redemption value

Subsequent remeasurement of ordinary shares subject to redemption

Net income for the period

Balance as of June 30, 2024

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

Balance as of March 31, 2025

For the three months ended March 31, 2024

Ordinary shares

1 unchanged sentence

Balance as of January 1, 2024

Net loss for the period

Balance as of March 31, 2024

Net income for the period

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)

Nine months ended

September 30,

Three Months ended

Cash flows from operating activities:

1 unchanged sentence

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

Dividend income earned in cash and investments held in trust account

Interest and dividends earned on

cash and investments held in trust account

Change in operating assets and liabilities

Deferred offering cost

Prepayments and deposits

Accrued liabilities

Due to related party

Net cash used in operating activities

Cash flows from investing activities:

Proceeds deposited in Trust Account

Net cash used in investing activities

Cash flows from financing activities:

Proceed from public offering, net of offering costs

Proceed from private placement

Proceeds from Promissory Notes – Related Party

Repayment of Promissory Notes – Related Party

Promissory notes - related party

Payment of deferred offering costs

Net cash provided by (used in) financing activities

3 unchanged sentences

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial classification of ordinary shares subject to possible redemption

Allocation of offering costs to ordinary shares subject to possible redemption

Accretion of carrying value to redemption value

Subsequent remeasurement of ordinary shares subject to possible redemption

Accrued underwriting compensation

See accompanying notes to unaudited financial statements.

7 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 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.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

As of March 31, 2025, the Company had not yet

commenced any operations.

All activities through March 31, 2025 relate to the Company’s formation and the initial public offering

(the “Initial Public Offering” or “IPO”).

Since the Initial Public Offering, the Company’s activity has

been limited to the evaluation of business combination candidates.

The Company will not generate any operating revenues until after the

completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of dividends and interest

income from the cash and investments held in trust account.

The Company has selected December 31 as its fiscal year end.

3 unchanged sentences

Each whole Public Right will entitle the holder to receive one-tenth (1/10) ordinary share upon consummation of initial business combination.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 238,000 units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit in a private placement to Whale Management Corporation (the “Sponsor”), generating gross proceeds of $ 2,380,000 to the Company.

Each Private Placement Unit consists of one Private Placement Share and one right (“Private Placement Right”).

Each Private Placement Right will entitle the holder to receive one-tenth (1/10) ordinary share upon consummation of the initial business combination.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 238,000

units (the “Private Placement Units”) at a price of $ 10.00

per Private Placement Unit in a private placement to Whale Management Corporation (the “Sponsor”), generating gross

proceeds of $ 2,380,000

to the Company (the “Private Placement”).

Each Private Placement Unit consists of one Private Placement Share and one right (“Private Placement

Each Private Placement Right will entitle the holder to receive one-tenth (1/10) ordinary share upon consummation of

the initial business combination.

Transaction costs amounted to $ 3,448,233 , consisting of $ 1,380,000 of underwriting commissions, $ 1,725,000 of deferred underwriting commissions and $ 343,233 of other offering costs.

Trust Account

The aggregate amount of $ 69,000,000 ($ 10.00 per Public Unit) held in a trust account (“Trust Account”) established for the benefit of the Company’s public shareholders and maintained by Wilmington Trust National Association, acting as trustee, will be invested only in U.S.

government treasury bills, with a maturity of 185 days or less or in money market funds investing solely in U.S.

Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds in the Trust Account will not be released until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 12 months from the closing of the Initial Public Offering (or 15 months if the Company enters into a business combination agreement prior to the expiration of the initial 12-month period (the “Event”)) from the closing of the Initial Public Offering to consummate a Business Combination or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of the Company’s public shares if the Company is unable to complete its initial Business Combination within nine months from the closing of the Initial Public Offering (or up to 21 or 24 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination depending on occurrence of the Event), subject to applicable law.

Following the closing the Initial Public Offering, an amount of $ 69,000,000 ($ 10.00 per Public Unit) from the net proceeds of the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (“Trust

Account”) established for the benefit of the Company’s public shareholders and maintained by Wilmington Trust National Association,

acting as trustee.

The proceeds held in the Trust Account will be invested only in U.S.

government treasury bills, with a maturity of

185 days or less or in money market funds investing solely in U.S.

Treasuries and meeting certain conditions under Rule 2a-7 under

the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Except with respect to interest and dividends

earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds in the Trust Account

will not be released until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption

of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum

and Articles of Association to (A) modify the substance or timing of the Company’s obligation to redeem 100% of its public shares

if the Company does not complete its initial Business Combination within 12 months from the closing of the Initial Public Offering (or

15 months if the Company enters into a business combination agreement prior to the expiration of the initial 12-month period (the “Event”))

from the closing of the Initial Public Offering to consummate a Business Combination (or up to 21 months, or 24 months if the Event occurs,

from the closing of the Initial Public Offering if we extend the period of time to consummate a business combination) or (B) with respect

to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of

the Company’s public shares if the Company is unable to complete its initial Business Combination within 12 months (or 15 months

if the Event occurs) from the closing of the Initial Public Offering (or up to 21 or 24 months from the closing of the Initial Public

Offering if the Company extends the period of time to consummate a Business Combination depending on occurrence of the Event), subject

to applicable law.

Business Combination

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If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, subject to increase of up to an additional $0.30 per Public Share in the event that the Sponsor elects to extend the period of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7).

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights.

The ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The shareholders will be entitled to redeem their

Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, subject to increase

of up to an additional $0.30 per Public Share in the event that the Sponsor elects to extend the period of time to consummate a Business

Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the

Company to pay its tax obligations).

The per-share amount to be distributed to shareholders who redeem their Public Shares will not be

reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7).

There will be no redemption

rights upon the completion of a Business Combination with respect to the Company’s rights.

The ordinary shares will be recorded

at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting

Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity ” (“ASC 480”).

The Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “initial shareholders”) and the underwriters will agree (a) to vote their Founder Shares, the ordinary shares included in the Private Placement Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

3 unchanged sentences

However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months (or 15 months if the Event occurs), the Company may, but is not obligated to, extend the period of time to consummate a Business Combination by an additional month up to 9 times (for a total of up to 21 or 24 months to complete a Business Combination depending on occurrence of the Event) (the “Combination Period”).

In order to extend the time available for the Company to consummate a Business Combination, the initial shareholders or their affiliates or designees must deposit into the Trust Account $ 200,000 (approximately $0.033 per public share in either case), up to an aggregate of $ 1,800,000 , or $ 0.30 per public share, on or prior to the date of the applicable deadline, for each one month extension.

In order to extend the time available for the Company to consummate a Business Combination, the initial shareholders or their affiliates or designees must deposit into the Trust Account $ 230,000 (approximately $0.033 per public share in either case) on or prior to the date of the applicable deadline for each one month extension, and up to an aggregate of $ 2,070,000 , or $ 0.30 per public share.

Any funds which may be provided to extend the time frame will be in the form of a loan to the Company from the Sponsor.

1 unchanged sentence

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:

an Agreement and Plan of Merger (the “GRT 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 ”).

The GRT Merger Agreement provided that at the

effective time of the Merger, 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

13 unchanged sentences

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.

The aggregate consideration payable to

pursuant to the GRT 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.

On February 28, 2025, the Company, GRT and Merger

Sub entered into the first amendment to the GRT Merger Agreement (the “First Amendment”) solely to amend Section 10.01 of

the GRT Merger Agreement to extend the Outside Date defined thereunder from February 28, 2025 to August 28, 2025.

On April 18, 2025, pursuant to the GRT Merger

Agreement, the parties to the GRT Merger Agreement entered into a Mutual Termination Agreement (the “ Termination Agreement ”)

to terminate the GRT Merger Agreement.

On April 18, 2025, the Company entered into an

Agreement and Plan of Merger (the “ GFT Merger Agreement ”) with Great Future Technology Inc., a Cayman Islands

exempted company limited by shares (“ PubCo” or “Parent ”) and GFT Merger Sub Limited, a Cayman Islands

exempted company limited by shares and a wholly-owned subsidiary of GFT (“Merger Sub”).

The GFT Merger Agreement replaces

and supersedes the GRT Merger Agreement described above.

Pursuant to the GFT 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 PubCo.

At the effective time of the merger, (i) each of the Company Shares issued and outstanding immediately prior to the

Effective Time, excluding the Excluded Shares and Dissenting Shares, if any, will be automatically cancelled, extinguished and exchanged

for the right to receive, immediately upon consummation the merger, one (1) Class A ordinary share of PubCo (such shares of PubCo, collectively,

“ PubCo Class A Ordinary Shares ”) for each such Company Share (the “ Per Share Merger Consideration ”);

and (ii) each right to receive one-tenth (1/10th) 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, PubCo Class A Ordinary Shares 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 would have been entitled to receive from the Company assuming satisfaction of the terms

and conditions of such Company Right.

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

As of March 31, 2025, the Company had cash of $ 35,705 and a working deficit of $ 701,808 .

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.

2 unchanged sentences

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be converted into units of the post Business Combination entity at a price of $ 10.00 per unit (See Note 5).

The Company will have until 12 months (or 15 months if the Company enters into a business combination agreement prior to the expiration of the initial 12-month period) from the closing of the Initial Public Offering to consummate a Business Combination.

If the Company does not complete a Business Combination, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.

There is a possibility that business combination might not happen within the prescribed period of time.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company will have until 12 months (or 15 months

if the Company enters into a business combination agreement prior to the expiration of the initial 12-month period) from the closing of

the Initial Public Offering to consummate a Business Combination (or up to 21 months, or 24 months

if the Event occurs, if the Company extends the period of time to consummate a business combination) .

If the Company does not complete

a Business Combination, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended

and Restated Memorandum and Articles of Association.

There is a possibility that business combination might not happen within the prescribed

period of time.

In connection with the Company’s assessment

of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern ,” management has determined that if the Company is unsuccessful

in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that

the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability

to continue as a going concern within one year after the date that the unaudited financial statements are issued.

The unaudited financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

4 unchanged sentences

GAAP for complete financial statements.

The unaudited financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Form S-1A.

The unaudited financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2024 included in the Company’s Form 10-K.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.

2 unchanged sentences

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Further, Section 102(b)(1) of the JOBS Act

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private

companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of

securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such

extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private

companies adopt the new or revised standard.

This may make comparison of the Company’s unaudited financial statements with

another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the

extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of financial statement in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

The preparation of unaudited financial statement

in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statement.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of

circumstances that existed at the date of the unaudited financial statement, which management considered in formulating its

estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

Cash and cash equivalents

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 $ 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

Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet dates that are directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.

The Company had cash balance of $ 35,705 and $ 76,747 as of March 31, 2025 and December 31, 2024, respectively.

The Company has no cash equivalents as of March 31, 2025 and December 31, 2024.

Cash and investments held in trust account

As of March 31, 2025 and December 31, 2024, the

Company had $ 71,538,905 and $ 70,799,136 , respectively, in cash and investments held in the Trust Account comprised of money market funds

that invest in U.S.

government securities.

Investments in money market funds are presented on the unaudited balance sheets at fair value

at the end of each reporting period.

Earnings on investments held in the Trust Account are included in interest and dividends earned on

investments held in the Trust Account in the unaudited statement of operations.

The estimated fair value of cash and investments held

in the Trust Account is determined using available market information.

Rights accounting

14 unchanged sentences

This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding.

For issued or modified rights that meet all of the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance.

For issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the rights are recognized as a non-cash gain or loss on the statements of operations.

For issued or modified rights that meet all of

the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance.

issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as

liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated

fair value of the rights are recognized as a non-cash gain or loss on the unaudited statements of operations.

As the rights issued upon the IPO and private placements meet the criteria for equity classification under ASC 480, therefore, the rights are classified as equity.

Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ” (“ASC 740”).

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Income taxes are determined in accordance with

the provisions of ASC Topic 740, “ Income Taxes ” (“ASC 740”).

Under this method, deferred tax assets

and liabilities are recognized for the future tax consequences attributable to differences between the unaudited financial

statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities

are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences

are expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in

income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their unaudited financial statements uncertain tax positions taken or expected to be taken on a tax return.

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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 September 30, 2024 and December 31, 2023.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2025 and December 31, 2024.

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

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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 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.

Accordingly, as of March 31, 2025 and December 31, 2024, 6,900,000 and 6,900,000 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

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” In order to determine the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock.

Any remeasurement of the accretion to the redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders.

The net income (loss) per share presented in the unaudited statement of operations is based on the following:

calculates net income (loss) per share in accordance with ASC Topic 260, “Earnings per Share.” In order to determine the net

income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable

to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income is calculated using the total net

loss less any dividends paid.

The Company then allocated the undistributed income ratably based on the weighted average number of shares

outstanding between the redeemable and non-redeemable ordinary shares.

Any remeasurement of the accretion to the redemption value of the

ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders.

The net income (loss) per share presented in the unaudited statements of operations is based on the following:

Schedule of unaudited statement of operations

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)

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income per share

Nine Months Ended

September 30,

Non-Redeemable

Ordinary Share

Basic and diluted net income per share:

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

Allocation of net income (loss)

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

Three Months Ended

September 30,

Non-Redeemable

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Ordinary Share

Basic and diluted net income per share:

Basic and diluted net income (loss) per share:

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

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Weighted-average shares outstanding

Basic and diluted net income per share

Basic and diluted net income

(loss) per share

Related parties

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Fair value of financial instrument

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement ,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement ,” approximates

the carrying amounts represented in the accompanying unaudited balance sheets, primarily due to their short-term nature.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

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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 September 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 March 31, 2025 and December 31, 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

Cash held in trust account

and investments held in trust account

Active Markets

Cash held in trust account

and investments held in trust account

Recent accounting pronouncements

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On November 29, 2022, our sponsor surrendered 1,150,000 shares for no consideration.

The Founder Shares include an aggregate of up to 225,000 shares subject to forfeiture by the Sponsors to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsors will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and underlying securities).

The Founder Shares included an aggregate of up to 225,000 shares subject to forfeiture by the Sponsors to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsors will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and underlying securities).

The underwriters exercised the over-allotment option in full, so those shares are no longer subject to forfeiture.

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 Notes — Related Party

Promissory Note — Related Party

On January 28, 2021, the Company issued an unsecured

1 unchanged sentence

(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.

The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the proposed

IPO (the “Proposed Offering”).

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

to 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 of the Promissory Note to up to $ 500,000

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

On December 29, 2023,

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

the Company and the Sponsor mutually agreed to extend the repayment date to 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 “August 2024 Promissory Note”).

The August 2024 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 March 31, 2025 and December 31, 2024, the principal amount due and owing under the August 2024 Promissory Notes was $ 850,351

and $ 677,851 ,

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Administrative Services Agreement

The Company is obligated, commencing from the first date that any securities of the Company registered on the Company’s registration statement for its Proposed Public Offering are listed on the Nasdaq Global Market, to pay Whale Management Corporation a monthly fee of $ 10,000 for general and administrative services.

This agreement will terminate upon completion of the Company’s business combination or the liquidation of the trust account to public shareholders.

The Company is obligated, commencing from the

first date that any securities of the Company registered on the Company’s registration statement for its Proposed Offering are

listed on the Nasdaq Global Market, to pay Whale Management Corporation a monthly fee of $ 10,000

for general and administrative services.

This agreement will terminate upon completion of the Company’s business combination

or the liquidation of the trust account to public shareholders.

As of March 31, 2025 and December 31, 2024, the unpaid balance was $ 70,000 and $ 40,000 , respectively, which is included in promissory

notes - related party balance.

Working Capital Loans

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The units would be identical to the Private Units.

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

As of March 31, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

Related Party Extension Loans

As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to six times, each by an additional month (for a total of 21 or 24 months to complete a Business Combination).

In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ 230,000 (approximately $0.033 per Public Share in either case), up to an aggregate of $ 2,070,000 , or $ 0.30 per Public Share, on or prior to the date of the applicable deadline, for each monthly extension.

Any such payments would be made in the form of a loan.

As discussed in Note 1, the Company may extend

the period of time to consummate a Business Combination up to nine times, each by an additional month (for a total of 21 or 24

months to complete a Business Combination).

In order to extend the time available for the Company to consummate a Business

Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ 230,000

(approximately $0.033 per Public Share in either case), up to an aggregate of $ 2,070,000 ,

per Public Share, on or prior to the date of the applicable deadline, for each monthly extension.

Any such payments would be made in

the form of a loan.

The terms of the promissory note to be issued in connection with any such loans have not yet been negotiated.

If the Company completes a Business Combination, the Company will repay such loaned amounts out of the proceeds of the Trust Account released to the Company.

the Company completes a Business Combination, the Company will repay such loaned amounts out of the proceeds of the Trust Account

released to the Company.

If the Company does not complete a Business Combination, the Company will not repay such loans.

Furthermore, the letter agreement with the initial shareholder contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination.

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 September 30, 2024.

NOTE 6 – SHAREHOLDER’S EQUITY

Furthermore, the letter agreement with the initial shareholder contains a provision pursuant to which the Sponsor has agreed to

waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination.

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

There was no extension loan as of March 31, 2025 and December 31, 2024, respectively.

NOTE 6 – SHAREHOLDERS’ EQUITY

Ordinary shares

2 unchanged sentences

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

As of September 30, 2024 and

As of March 31, 2025 and

December 31, 2024, there were 1,963,000

and 1,963,000

(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 issued an outstanding, excluding 6,900,000

and 6,900,000

ordinary shares subject to possible redemption, respectively.

10 unchanged sentences

Registration Rights

The holders of the founder shares issued and

outstanding on the date of this prospectus, as well as the holders of the Private Units (and all underlying securities) and any

securities our initial shareholder, officers, directors or their affiliates may be issued in payment of working capital loans made

to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this

Proposed Public Offering.

The holders of the majority of the founder shares can elect to exercise these registration rights at any

time on or after (i) the date that the Company consummates a Business Combination with respect to the Founder Shares and Working

Capital Loan Securities (or underlying securities) or (ii) commencing three months prior to the date on which these ordinary shares

are to be released from escrow.

The holders of a majority of the Private Units (and underlying securities) and securities issued in

payment of Working Capital Loans (or underlying securities) or loans to extend our life can elect to exercise these registration

rights at any time after the Company consummates a Business Combination.

In addition, the holders have certain

“piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a

Business Combination.

We will bear the expenses incurred in connection with the filing of any such registration statements.

The holders of the Founder Shares issued and outstanding

on the date of this prospectus, as well as the holders of the Private Units (and all underlying securities) and any securities our initial

shareholder, officers, directors or their affiliates may be issued in payment of working capital loans made to us, are entitled to registration

rights pursuant to an agreement entered into with the Company on the effective date of the registration statement for the Company’s

Initial Public Offering.

The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time

on or after (i) the date that the Company consummates a Business Combination with respect to the Founder Shares and Working Capital Loan

Securities (or underlying securities) or (ii) commencing three months prior to the date on which these ordinary shares are to be released

The holders of a majority of the Private Units (and underlying securities) and securities issued in payment of Working Capital

Loans (or underlying securities) or loans to extend our life can elect to exercise these registration rights at any time after the Company

consummates a Business Combination.

In addition, the holders have certain “piggy-back” registration rights with respect to

registration statements filed subsequent to our consummation of a Business Combination.

We will bear the expenses incurred in connection

with the filing of any such registration statements.

Underwriter Agreement

The Company granted the underwriters a 45-day option to purchase up to 900,000 Units (over and above 6,000,000 Units referred to above) solely to cover over-allotments at the “Proposed Public Offering” price, less the underwriting discounts and commissions.

The Company granted the underwriters a 45-day option to purchase up to 900,000 Units (over and above 6,000,000 Units referred to above) solely to cover over-allotments at the “Initial Public Offering” price, less the underwriting discounts and commissions.

On June 20, 2024, the underwriters fully exercised the over-allotment option to purchase 900,000 Public Units, generating gross proceeds to the Company of $ 9,000,000 .

1 unchanged sentence

In addition, the underwriters are entitled to a deferred underwriting fee of 2.5 % of the gross proceeds of the IPO, or $ 1,725,000 , which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

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 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 ”).

NOTE 8 – SEGMENT INFORMATION

ASC Topic 280, “ Segment Reporting ,”

establishes standards for companies to report in their unaudited financial statement information about operating segments, products, services,

geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information

is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding

how to allocate resources and assess performance.

The Company’s CODM has been identified as

the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources

and assessing financial performance.

Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance

and making key decisions regarding resource allocation, the CODM reviews key metrics, which includes general and administrative expenses

and interest and dividends earned on assets held in Trust Account which are included in the unaudited statements of operations.

The key measures of segment profit or loss reviewed

by the CODM are interest and dividends earned on assets held in Trust Account and general and administrative expenses.

The CODM reviews

interest and dividends earned on assets held in Trust Account to measure and monitor stockholder value and determine the most effective

strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative

expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business

combination within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce

all contractual agreements to ensure costs are aligned with all agreements and budget.

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 issued.

The Company did not identify

any subsequent events that would have required adjustment or disclosure in the unaudited financial statements.

On April 18, 2025, pursuant to the GRT Merger

Agreement, the parties to the GRT Merger Agreement entered into a Mutual Termination Agreement (the “Termination Agreement”)

to terminate the GRT Merger Agreement.

On April 18, 2025, the Company entered into the Merger

Agreement with Great Future Technology Inc., a Cayman Islands exempted company limited by shares (“PubCo” or “Parent”)

and GFT Merger Sub Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of GFT (“Merger Sub”).

The GFT Merger Agreement replaces and supersedes the GRT Merger Agreement described in Note 1.

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