What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-05-29 compared with 2025-03-04 · 134 added, 245 removed, 478 unchanged (44% of the section changed)

28 unchanged sentences

At December 31,

the Company had a working capital deficit of $539,737, which excludes the amount of $70,799,136 for marketable securities

held in the trust account within non-current assets, and the amount of $1,725,000 for deferred underwriting commissions within non-current

2025, the Company had a working capital deficit of $1,438,801, which excludes the amount of $33,080,038 of cash and investments held

in the trust account within non-current assets, and the amount of $1,725,000 for

deferred underwriting commissions within non-current liabilities.

The Company’s units are listed on The Nasdaq Global Market (“Nasdaq”) and commenced trading under the ticker symbol “FSHPU” on June 18, 2024.

1 unchanged sentence

The units began separate trading on August 15, 2024 and the ordinary shares and rights commenced trading on Nasdaq under the symbols “FSHP,” and “FSHPR,” respectively.

Proposed GRT Business Combination

Proposed Business Combination

Rich Technologies Limited

On October 21, 2024,

2 unchanged sentences

by shares and a wholly-owned subsidiary of GRT (“Merger Sub”).

The Merger Agreement and

related agreements are further described in our Current Report on Form 8-K filed with the SEC on October 23, 2024.

Other than as

specifically discussed, this Annual Report does not assume the closing of the transactions contemplated by the Merger Agreement (“Proposed

GRT Business Combination”).

The following description of the Merger Agreement and related agreements do not purport to be complete

and is qualified in its entirety by reference to the full text of the corresponding agreements, the forms of which were filed as exhibits

to the Current Report on Form 8-K on October 23, 2024 and the terms of which are incorporated by reference herein.

On February 28, 2025,

Flag Ship, GRT and Merger Sub entered into the first amendment to the Merger Agreement (the “First Amendment”) solely to

amend Section 10.01 of the Merger Agreement to extend the Outside Date defined thereunder from February 28, 2025 to August 28, 2025.

Merger Agreement

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”) payable in American Depositary Shares of GRT (“Parent ADSs”) 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, 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 term “Excluded Shares”

means Company Shares, if any, held immediately prior to the Effective Time by the Company or GRT, and the term “Dissenting Shares”

means Company Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who is (a) entitled to

dissent to the Merger pursuant to Section 238 of the Cayman Companies Act and (b) properly dissents to the Merger and makes a demand

for payment of the fair value of such holder’s shares in accordance with Section 238 of the Cayman Companies Act, and has

not withdrawn such dissent.

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.

Indemnification Obligations

GRT is obligated to cause all rights to indemnification and advancement of expenses and all limitations on liability existing in favor of any employee, officer or director of the Company to survive the consummation of the transactions contemplated in the Merger Agreement and continue in full force and effect and be honored by the Surviving Company and GRT after the Effective Time.

Representation and Warranties

Under the Merger Agreement,

GRT and the Merger Sub (collectively, the “Group Companies”), on the one hand, and the Company, on the other hand, have each

made representations and warranties to each other, including without limitation as to such parties’ corporate powers, capital structure,

financial condition, legal activity and compliance, and in the case of each of the Group Companies, its assets, liabilities, properties,

taxes, recent operations, contracts, related party transactions, intellectual property, insurance, employee matters and certain other

The assertions embodied in those representations and warranties were made for purposes of the Merger Agreement and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement.

The representations and warranties in the Merger Agreement are also modified in important part by the disclosure schedules and annexes attached thereto, which are not filed publicly and which may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that differ from what may be viewed as material to investors.

The representations and warranties in the Merger Agreement and the items listed in the disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts.

The Company does not believe that the disclosure schedules contain information that is material to an investment decision.

Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates.

Covenants and Agreements of the Parties

Each party agreed in the Merger Agreement to use their commercially reasonable efforts to effect the closing of the transaction contemplated thereby.

The Merger Agreement also contains covenants of the parties during the period between the signing of the Merger Agreement and the earlier of the Effective Time or the termination of the Merger Agreement, including covenants regarding (1) the operation of their respective businesses in the ordinary course of business, (2) the provision of access to their books and records, (3) confidentiality, (4) exclusive dealing, (5) notifications of certain breaches, consent requirements or other matters, (6) efforts to consummate the Merger and obtain third party and regulatory approvals, and (7) with respect to GRT, (i) its agreement that it has no claim against the trust account established for the benefit of the shareholders of the Company and (ii) the establishment of an ADR facility.

The Company also agreed,

as promptly as practicable after the date of the Merger Agreement, to file a proxy statement (the “Proxy Statement”) for an

extraordinary general meeting of its shareholders to approve the Merger Agreement and related matters (“Shareholder Meeting”)

and provide all of its public shareholders with the opportunity to redeem their public shares in conjunction with the shareholder vote

and GRT shall cause to be filed with the SEC a registration statement on Form F-4, in which the Proxy Statement will be included.

limitation, in the Proxy Statement, the Company must seek from its shareholders (i) approval of the Merger Agreement, (ii) the adoption

and approval of the Merger Documents, including the Plan of Merger, (iii) approval to obtain any and all other approvals necessary or

advisable to effect the consummation of the Merger (the proposals set forth in the foregoing clauses (i) through (iii) are referred to

as the “Company Proposals”), and (iv) any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient

votes for the approval of the Company Proposals, on the date on which such meeting is held.

The Company agreed, through its board of directors,

to recommend that the Company Shareholders vote in favor of all Company Proposals, and not withdraw or modify such recommendation prior

to termination of the Merger Agreement.

From the date of execution of the Merger Agreement through the Closing, the Company shall use all reasonable efforts to remain as a public company on, and for its securities to be tradable over the Nasdaq Global Market.

GRT shall use all reasonable efforts to apply for a listing of Parent ADSs on, and for Parent ADSs to be tradable over, the Nasdaq Stock Market.

Conditions to Consummation of the Merger

of the transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver by the respective parties of a number

of conditions, including the approval of the Merger Agreement and the transactions contemplated thereby by GRT’s and the Company’s

respective shareholders.

Other closing conditions include, among others:

(i) the receipt of necessary consents, approvals and authorizations,

including but not limited to, regulatory approval by Nasdaq of the Parent ADSs and the Securities and Exchange Commission;

(ii) the trading

of the Parent Shares on KOSDAQ following admission of Parent ADRs to trading on Nasdaq;

(iii) receipt of all necessary approvals from

the China Securities Regulatory Commission (“CSRC”) in connection with the transaction;

(iv) the absence of any law or governmental

order enjoining, prohibiting or making illegal the consummation of the Merger;

(v) effectiveness of the Registration Statement of F-4

in accordance with the Securities Act of 1933, as amended;

and (vi) there shall be at least $10,000,000 of “available liquidity”

as of the closing.

In addition, the obligations of GRT and Company to consummate the Merger are also conditioned upon, among other things:

(i) the receipt by each of GRT and the Company of the certificates, instruments and other agreements as set forth in the Merger Agreement;

(ii) the accuracy of the representations and warranties of each party (subject to certain materiality standards set forth in the Merger Agreement);

(iii) material compliance by each party with its pre-closing covenants;

and (iv) the absence of any effect, development, circumstance, fact, change or event since the date of the Merger Agreement that, individually or in the aggregate, has had, or would reasonably be expected to prevent or materially delay or materially impair the ability of GRT or the Company to consummate the Merger or otherwise have a material adverse effect on the Merger.

The Merger Agreement may

be terminated under certain circumstances at any time prior to the Effective Time, including, among others, by (i) mutual written consent

by the Company and GRT, (ii) either party if the transactions contemplated by the Merger Agreement have not been completed by February 28,

2025 (as such date may be extended pursuant to the Merger Agreement, the “Outside Date”), (iii) either party if any representation

or warranty of the opposing party is not materially true and correct or if the opposing party fails to perform in any material respect

any covenant or agreement, subject to a 30-day cure period and other exceptions, and (iv) either party if the other party’s board

of directors withdraws or changes its recommendation that its respective shareholders vote in favor of the proposals agreed upon, or if

either party’s shareholders do not approve all the required proposals at the respective shareholder meetings of either party (or

at any adjournment or postponement thereof).

Governing Law and Dispute Resolution

The Merger Agreement is governed by Delaware law.

Subject to limited exceptions, all claims relating to the Merger Agreement and the transactions contemplated thereby will be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware.

Related Agreements

Parent Shareholder Lock-Up and Support Agreement

The Merger Agreement contemplates

that, at the Effective Time, GRT will enter into a lock-up and support agreement with Flag Ship and certain shareholders of GRT (“Parent

Lock-Up and Support Agreement”), with respect to Parent Shares held by the GRT shareholders party to such agreement.

In such Parent

Lock-Up and Support Agreement, each holder will agree that, subject to certain exceptions, during the defined “Lock-Up Period”,

it will not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or

otherwise transfer or dispose of, or agree to transfer or dispose of, directly or indirectly, any of the Parent Shares covered by such

agreement (“Restricted Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or

in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to effect

any transaction specified in clause (i) or (ii).

In addition, each Parent shareholder signatory to the Parent Lock-Up and Support Agreement

will agree to vote all of its capital shares in Parent in favor of the Merger Agreement and the transactions contemplated thereby and

any other proposal included in the Proxy Statement related to the Merger for which the Parent’s board of directors has recommended

that the Parent shareholders vote in favor and against any competing transaction.

As defined by the Parent Lock-Up and Support Agreement, the “Lock-Up Period” means, (i) with respect to 50% of the Restricted Securities, the period of time commencing on the closing of the Merger and expiring on the earlier of (A) the date that is six (6) months following the closing or (B) the date on which the closing trading price per Parent Share equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any thirty (30)-trading day period commencing after the closing, and (ii) with respect to the remaining 50% of the Restricted Securities, the period of time commencing on the closing of the Merger and expiring on the date this six (6) months following such closing date;

or earlier in either case, if subsequent to the closing date, GRT completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their Parent Shares for cash, securities or other property.

The agreed form of the Parent Lock-Up and Support Agreement was filed

as Exhibit 10.1 to our Current Report on Form 8-K filed on October 23, 2024 and is incorporated herein by reference.

The foregoing description

of the Parent Lock-Up and Support Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the

full text of the Parent Lock-Up and Support Agreement.

Sponsor Lock-Up Agreement

The Merger Agreement also

contemplates that, the Company and GRT will enter into a lock-up agreement with Whale Management Corporation (“Sponsor”) (“Sponsor

Lock-Up Agreement”), with respect to the Parent ADSs to be issued to it in consideration of its ordinary shares of the Company.

In such Sponsor Lock-Up Agreement, Sponsor will agree that, subject to certain exceptions, not to transfer the securities defined as “Locked-Up

Private Placement Securities” in the Sponsor Lock-Up Agreement for a period of 30 days following the closing of the Merger.

Sponsor will agree, subject to certain exceptions, not to transfer the securities defined as “Locked-Up Private Placement Securities”

in the Sponsor Lock-Up Agreement for the same “Lock-Up Period” as applicable with respect to the Parent Lock-Up and Support

The term “transfer”, as used in the Sponsor Lock-Up Agreement, has the same meanings as ascribed to such term under

the Parent Lock-Up and Support Agreement.

The agreed form of the Sponsor

Lock-Up Agreement was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 23, 2024 and is incorporated herein by

The foregoing description of the Sponsor Lock-Up Agreement does not purport to be complete and is subject to, and is qualified

in its entirety by, the full text of the Sponsor Lock-Up Agreement.

Sponsor Voting and Support Agreement

Concurrently with execution

of the Merger Agreement, the Sponsor entered into a voting and support agreement with the Company and GRT (“Sponsor Voting and Support

Under the Sponsor Voting and Support Agreement, the Sponsor thereto generally agreed to vote all of its capital shares

in the Company in favor of the Merger Agreement and the transactions contemplated thereby, each other Company Proposal and any other proposal

included in the Proxy Statement related to the Merger for which the Company’s board of directors has recommended that the Company

Shareholders vote in favor and against any competing transaction.

The Sponsor Voting and Support Agreement prevents transfers of the Company

shares held by the Sponsor between the date of the Sponsor Voting and Support Agreement and the termination of the Sponsor Voting and

Support Agreement, subject to certain limited exceptions.

The Sponsor Voting and Support Agreement will terminate upon the earliest of (a) the termination of the Merger Agreement and (b) the Effective Time.

The agreed form of the Sponsor Voting and Support Agreement was filed

as Exhibit 10.3 to our Current Report on Form 8-K filed on October 23, 2024 and is incorporated herein by reference.

The foregoing description

of the Sponsor Voting and Support Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the

full text of the Sponsor Voting and Support Agreement.

Amended and Restated Registration Rights Agreement

Pursuant to the Merger Agreement,

GRT, the Company and certain Investors (as defined in the Amended and Restated Rights Registration Agreement), as applicable, will enter

into an Amended and Restated Registration Rights Agreement (“Registration Rights Agreement”), to be effective as of the Closing,

pursuant to which GRT agrees to file a registration statement as soon as practicable upon receipt of a written request from certain shareholders

to register the resale of certain registrable securities under the Securities Act, subject to required notice provisions to other parties

GRT has also agreed to provide customary “piggyback” registration rights with respect to such registrable securities

and, subject to certain circumstances, to file a resale shelf registration statement to register the resale under the Securities Act of

such registrable securities.

The Registration Rights Agreement also provides that Parent will pay certain expenses relating to such registrations and indemnify the securityholders against certain liabilities.

The rights granted under the Registration Rights Agreement supersede any prior registration, qualification, or similar rights of the parties with respect to their Company securities or Parent securities.

The agreed form of the Registration

Rights Agreement was filed as Exhibit 10.4 to our Current Report on Form 8-K filed on October 23, 2024 and is incorporated herein by reference.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in

its entirety by, the full text of the Registration Rights Agreement.

Merger Agreement and related agreements are further described in our Current Report on Form 8-K filed with the SEC on October 23,

Other than as specifically discussed, this Annual Report does not assume the closing of the transactions contemplated by the Merger

On February 28, 2025, Flag Ship, GRT and Merger Sub entered into the first amendment to the Merger Agreement (the “First

Amendment”) solely to amend Section 10.01 of the Merger Agreement to extend the Outside Date defined thereunder from February 28,

2025 to August 28, 2025.

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.

The Termination Agreement also provides that each other

agreement among the parties relating to the GRT Merger Agreement is automatically terminated concurrently with the termination of the

GRT Merger Agreement.

The Termination Agreement also provides for a mutual release of claims among the parties and their affiliates,

except for liabilities arising from or relating to any knowing or intentional breach of a representation, a warranty or a covenant of

the GRT Merger Agreement.

No party will be required to pay a termination fee as a result of the mutual decision to enter into the Termination

Great Future Technology Inc.

On April 18, 2025, Flag Ship

entered into an Agreement and Plan of Merger (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 Merger Agreement replaces and supersedes the GRT Merger Agreement described above.

The Merger Agreement and related agreements are

further described in our Current Report on Form 8-K filed with the SEC on April 22, 2025.

On December 11, 2025, Flag Ship, GFT and Merger

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

Merger Agreement to extend the Outside Date defined thereunder from December 31, 2025 to June 20, 2026.

On May 3, 2026, pursuant to the GFT Merger Agreement, the parties to

the Merger Agreement entered into a Mutual Termination of Agreement (the “GFT Termination Agreement”), pursuant to which,

among other things, the parties agreed to mutually terminate the GFT Merger Agreement.

The GFT Termination Agreement also provides for

a mutual release of claims among the parties and their affiliates, except for liabilities arising from or relating to any knowing or intentional

breach of a representation, a warranty or a covenant of the GFT Merger Agreement.

No party will be required to pay a termination fee as

a result of the mutual decision to enter into the GFT Termination Agreement.

Bluechip & Co.

On May 8, 2026, Flag Ship

Acquisition Corporation entered into a letter of intent (the “Letter of Intent”) with Bluechip & Co.

Holdings (“Bluechip”),

a Cayman Islands exempt company, in connection with a proposed business combination transaction (the “Proposed Transaction”).

The Letter of Intent provides for an exclusive negotiation period, during which the Company is conducting due diligence on Bluechip and

the parties are negotiating the terms of a definitive agreement.

The parties have agreed to a ninety (90) day period of mutual exclusivity,

which may be extended under certain conditions specified in the Letter of Intent.

The Letter of Intent includes binding provisions regarding

exclusivity and other related transaction provisions governing the parties’ negotiations.

The Proposed Transaction remains subject

to the completion of due diligence, the negotiation and execution of definitive agreements, satisfaction of customary closing conditions,

and approval by the boards and shareholders of the parties.

There can be no assurance that the parties will enter into a definitive agreement

or that the Proposed Transaction will be consummated.

Business Strategy

49 unchanged sentences

Initial Business Combination Timeframe and Nasdaq Rules

We will have until 12 months

from June 20, 2024 (the closing of our IPO), or 15 months from the closing of the IPO, if the Company has entered into

a business combination agreement within 12 months from the closing of the IPO to consummate our initial business combination.

if we anticipate that we may not be able to consummate our initial business combination within 12 months or 15 months, we may, by resolution

of our board if requested by our sponsor, extend the period of time to consummate a business combination up to nine times, each by an

additional month (for a total of up to 21 or 24 months to complete a business combination), subject to the sponsor depositing additional

funds into the trust account as set out below.

Pursuant to the terms of our memorandum and articles of association and the trust agreement

entered into between us and Wilmington Trust, National Association and Vstock Transfer LLC in connection with our IPO, in order for the

time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon

five days advance notice prior to the applicable deadline, must deposit into the trust account $230,000 ($0.033 per public share) on or

prior to the date of the applicable deadline, for each monthly extension.

Our sponsor and its affiliates or designees are not obligated

to fund the trust account to extend the time for us to complete our initial business combination.

If we are unable to consummate our initial

business combination within the applicable time period, we will, as promptly as reasonably possible but not more than ten business days

thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible

following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject

in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

We completed our initial

public offering on June 20, 2024.

Pursuant to our Amended and Restated Memorandum and Articles of Association, we initially had until

12 months from June 20, 2024, or 15 months if we entered into a business combination agreement within 12 months from the closing of the

IPO, to consummate our initial business combination, with nine (9) available one-month extension periods (for a total of up to 21 or 24

months), subject to the Sponsor depositing funds into the Trust Account for each extension.

On August 26, 2025, the Company’s shareholders

approved an extension fee reduction proposal to reduce the monthly extension fee payable by the Company’s Sponsor and/or its designee

from $0.033 per each outstanding public share to the lesser of (i) $60,000 for all outstanding public shares and (ii) $0.033 for each

outstanding public share.

In connection with that shareholder vote, holders of 3,837,483 ordinary shares properly exercised their right

to redeem their shares for cash at a redemption price of approximately $10.47 per share.

As a result, 3,062,517 public shares remained

Since September 20, 2025, the Sponsor has been depositing the $60,000 monthly extension fee, and the current deadline to consummate

our initial business combination is June 20, 2026.

The Company intends to hold an Extraordinary General Meeting on June

11, 2026 at which shareholders will vote on a proposal (the “Extension Proposal”) to further amend the Company’s Amended

and Restated Memorandum and Articles of Association to extend the deadline to consummate an initial business combination for up to twelve

(12) additional one-month periods, from June 20, 2026 to June 20, 2027 (the “Extended Date”).

If the Extension Proposal is

approved, the Sponsor and/or its designee will deposit into the Trust Account, for each additional one-month extension, the lesser of

(i) $60,000 for all remaining public shares and (ii) $0.033 for each remaining public share, with the first deposit required by June 20,

2026 and each subsequent deposit required by the 20th day of each succeeding month.

If the Extension Proposal is not approved and we do

not consummate a business combination by June 20, 2026, we will cease all operations and redeem 100% of the outstanding public shares.

Our sponsor and its affiliates

or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination.

are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible

but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account

and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board

of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors

and the requirements of other applicable law.

In such event, the rights will be worthless.

45 unchanged sentences

As of December 31, 2025,

we had approximately $70,799,136 in investments held in the trust account assuming no redemptions and before payment

of up to $1,725,000 of deferred underwriting fees, and before fees and expenses associated with our initial business combination.

funds available for a business combination in trust account, we offer a target business a variety of options such as creating a liquidity

event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by

reducing its debt ratio.

Additionally, because we are a public company or because a target business may be an attractive investment opportunity

for third parties or be financially financeable through a third-party traditional lender, we may be able to obtain additional financing

from third parties in a financing to satisfy cash needs of any target and its shareholders.

Because we are able to complete our initial

business combination using our cash, debt or equity securities, or additional financings or a combination of the foregoing, we have the

flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business and

its shareholders to fit their needs and desires.

However, we have not taken any steps to secure third party financing and there can be

no assurance it will be available to us.

we had approximately $33,080,038 in investments held in the trust account assuming no further redemptions and before payment of up to $1,725,000

of deferred underwriting fees, and before fees and expenses associated with our initial business combination.

With funds available for

a business combination in trust account, we offer a target business a variety of options such as creating a liquidity event for its owners,

providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Additionally, because we are a public company or because a target business may be an attractive investment opportunity for third parties

or be financially financeable through a third-party traditional lender, we may be able to obtain additional financing from third parties

in a financing to satisfy cash needs of any target and its shareholders.

Because we are able to complete our initial business combination

using our cash, debt or equity securities, or additional financings or a combination of the foregoing, we have the flexibility to use

the most efficient combination that will allow us to tailor the consideration to be paid to the target business and its shareholders to

fit their needs and desires.

However, we have not taken any steps to secure third party financing and there can be no assurance it will

be available to us.

Effecting Our Initial Business Combination

115 unchanged sentences

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval, we will complete our initial business combination only if a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination.

In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and private placement shares held by them and any public shares purchased during or after the IPO in favor of our initial business combination.

We expect that at the time of any shareholder vote relating to our initial business combination, our sponsor and its permitted transferees will own approximately 22.15% of our issued and outstanding ordinary shares entitled to vote thereon.

Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.

In addition, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of a business combination.

If we seek shareholder approval,

we will complete our initial business combination only if a majority of the issued and outstanding ordinary shares voted are voted in

favor of the business combination.

In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers

and directors have agreed (and their permitted transferees will agree) to vote any founder shares and private placement shares held by

them and any public shares purchased during or after the IPO in favor of our initial business combination.

We expect that at the time

of any shareholder vote relating to our initial business combination, our sponsor and its permitted transferees will own approximately

39% of our issued and outstanding ordinary shares entitled to vote thereon.

Each public shareholder may elect to redeem their public shares

irrespective of whether they vote for or against the proposed transaction.

In addition, our sponsor, officers and directors have entered

into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares,

private placement shares and public shares in connection with the completion of a business combination.

Our amended and restated memorandum and articles of association provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules).

43 unchanged sentences

If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $500,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of the IPO and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00 (subject to increase of up to an additional $0.30 per public share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this Annual Report).

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.

We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

We expect that all costs

and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from any amounts

held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all

of the net proceeds of the IPO and the sale of the private placement units, other than the proceeds deposited in the trust account, and

without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon

our dissolution would be approximately $10.00 (subject to increases from the deposit of additional extension fees in the event that our

sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this Annual Report).

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority

than the claims of our public shareholders.

We cannot assure you that the actual per-share redemption amount received by shareholders

will not be substantially less than $10.00.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds

sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.

75 unchanged sentences

While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an “emerging growth company,” will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We are not required to comply

with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development

of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary

to complete any such acquisition.

We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

77 unchanged sentences

other legal rights.

connection with the Proposed GRT Business Combination and during the interim period, we are

prohibited from entering into certain transactions that might otherwise be beneficial to

us or its shareholders.

is no assurance when or if the Proposed GRT Business Combination will be completed.

in completing the Proposed GRT Business Combination may substantially reduce the expected

benefits of such business combination.

may be forced to close the Proposed GRT Business Combination even if we determine that it

is no longer in our shareholders’ best interest.

are pursuing an initial business combination with GRT, which is based in the PRC and the

laws and regulations of the PRC may not afford U.S.

investors or regulatory agencies access

to information normally available to them with respect to U.S.

based entities.

regulatory actions by the Chinese government with respect to foreign capital efforts and

25 unchanged sentences

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-K

Item 1. Business