Item 5. Other Information
ITEM 5. OTHER INFORMATION.
During the quarter ended June 30, 2025, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
No.
Description of Exhibit
2.1 †
Merger Agreement, dated April 18, 2025, by and among Flag Ship Acquisition Corporation, Great Future Technology Inc., and GFT Merger Sub Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on April 22, 2025).
10.1
Parent Shareholder Lock-Up and Support Agreement, dated April 18, 2025, by and among Flag Ship Acquisition Corp., Great Future Technology Inc. and the PubCo Shareholders named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 22, 2025).
10.2
Sponsor Lock-up Agreement, dated April 18, 2025, by and between Great Future Technology Inc. and Whale Management Corporation ( incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 22, 2025).
10.3
Sponsor Voting and Support Agreement, dated April 18, 2025, by and among Flag Ship Acquisition Corp., Great Future Technology Inc., and Whale Management Corporation ( incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 22, 2025).
10.4
Amended and Restated Registration Rights Agreement, dated April 18, 2025, by and among Flag Ship Acquisition Corp., Great Future Technology Inc. and the Investors named therein (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on April 22, 2025).
10.5
Mutual Termination Agreement, dated April 18, 2025, by and among Flag Ship Acquisition Corporation, Great Rich Technologies Limited, and GRT Merger Star Limited ( incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on April 22, 2025).
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.
*
Filed herewith.
**
Furnished.
†
Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish a supplemental copy of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment for any such exhibits or schedules so furnished.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FLAG SHIP ACQUISITION CORPORATION
Date: August 1, 2025
/s/ Matthew Chen
Name:
Matthew Chen
Title:
Chief Executive Officer (Principal Executive Officer)
Date: August 1, 2025
/s/ Luhuan Zhong
Name:
Luhuan Zhong
Title:
Chief Financial Officer (Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.