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Item 9A. Controls and Procedures

2026-05-29 compared with 2025-03-04 · 663 added, 428 removed, 1095 unchanged (50% of the section changed)

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Management’s Report on Internal Controls Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

As required by SEC rules and regulations implementing

Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP.

control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of

records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our

receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the

consolidated financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of

our internal control over financial reporting on December 31, 2025.

In making these assessments, management used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial

reporting as of December 31, 2025, due to the material weakness in our internal controls due to inadequate segregation of duties within

account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting

and record keeping.

Management intends to implement remediation steps

to improve our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient

written policies and procedures for accounting, IT, and financial reporting and record keeping.

We plan to further improve this process

by enhancing the size and composition of our board upon the closing of the business and to identify third-party professionals with whom

to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training

to supplement existing accounting professionals and implemented additional layers of reviews in the financial close process.

This Annual Report on Form

10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth

company under the JOBS Act.

Changes in Internal Control over Financial Reporting

During the fourth calendar

quarter of the year-ended December 31, 2024, the Company has continued to make changes in its internal control over financial reporting

to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the

nuances of the complex accounting standards that apply to our consolidated financial statements, including providing enhanced access to

accounting literature, research materials and documents and increased communication among our personnel and third-party professionals

with whom we consult regarding complex accounting applications.

The Company can offer no assurance that these changes will ultimately

have the intended effects.

quarter of the year-ended December 31, 2025, the Company made changes in its internal control over financial reporting to enhance our

processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the

complex accounting standards that apply to our consolidated financial statements, including providing enhanced access to accounting literature,

research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding

complex accounting applications.

The Company can offer no assurance that these changes will ultimately have the intended effects.

Other Information

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of Ethics in a Current Report on Form 8-K.

Insider Trading Policy

We have adopted an insider trading policy

governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed

to promote compliance with insider trading laws, rules and regulations, and the applicable Nasdaq Rules (the “Insider Trading Policy”).

The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms

and conditions of the Insider Trading Policy, a copy of which is incorporated by reference as Exhibit 19 to this annual report.

Conflicts of Interest

Under Cayman Islands law, directors and officers

owe the following fiduciary duties:

duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

directors should not improperly fetter the exercise of future discretion;

duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

duty to exercise independent judgment.

In addition to the above, directors also owe a

duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent person having

both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried

out by that director in relation to the company and the general knowledge skill and experience which that director has.

As set out above, directors have a duty not to

put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of

their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance

by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted in the amended

and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Each of our directors and officers presently has,

and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant

to which such officer or director is or will be required to present acquisition opportunities to such entity.

Accordingly, subject to

his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity

which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor

his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such

entity rejects the opportunity.

Our Amended and Restated Memorandum and Articles of Association provides that, subject to his or her fiduciary

duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such

opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity

is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

We do not believe,

however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete

our business combination.

Potential investors should also be aware of the

following other potential conflicts of interest:

● None of our officers or directors

is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time

among various business activities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our sponsor, officers and directors have agreed to waive their redemption rights with respect to our founder shares, private placement shares and public shares in connection with the consummation of our initial business combination.

Additionally, our sponsor, officers and directors have agreed to waive their redemption rights with respect to their founder shares and private placement shares if we fail to consummate our initial business combination before the Deadline Date.

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares, and the private placement units and underlying securities will be worthless.

With certain limited exceptions, 50% of the founder shares will not be transferable, assignable or salable by our sponsor until the earlier of (i) six months after the date of the consummation of our initial business combination or (ii) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share surrenders, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

With certain limited exceptions, the private placement units and underlying securities will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination.

Since our sponsor and officers and directors may directly or indirectly own ordinary shares and rights, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

The conflicts described above may not be resolved

in our favor.

Accordingly, as a result of multiple business

affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the

above-listed criteria to multiple entities.

Below is a table summarizing the entities to which our officers and directors currently have

fiduciary duties or contractual obligations:

Individual (1)

Entity’s Business

Darong Hechuang (Guangdong) Investment Corp.

Managing Director

Capital First International

Financial Service

Wuhan Dacheng Equity Investment Fund Management Company

Private Equity

Alphatime Acquisition Corp.

Special Purpose Acquisition Company

Independent Director

Peng Cloud Computing Ltd.

Internet technology

Haijuhuiren Holding Group

(1) Each of the entities listed in this table has priority and preference

relative to our company with respect to the performance by each individual listed in this table of his obligations and the presentation

by each such individual of business opportunities.

Accordingly, if any of the above officers or directors

become aware of a business combination opportunity which is suitable for any of the above entities to which he or she has then-current

fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination

opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under

Cayman Islands law.

We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially

affect our ability to complete our initial business combination, because the specific focuses of a majority of these entities differ from

our focus and the type or size of the transaction that such companies would most likely consider are of a size and nature substantially

different than what we are targeting.

We are not prohibited from pursuing an initial

business combination with a company that is affiliated with our sponsor, officers or directors.

In the event we seek to complete our initial

business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment

banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or

an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view.

In the event that we submit our initial business

combination to our public shareholders for a vote, our sponsor, officers and directors have agreed, pursuant to the terms of a letter

agreement entered into with us, to vote any founder shares and private placement shares held by them (and their permitted transferees

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

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to

which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the

extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification

against willful default, fraud or the consequences of committing a crime.

Our Amended and Restated Memorandum and Articles of Association

provides for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred

in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We may purchase a policy of directors’

and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of

a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Insofar as indemnification for liabilities arising

under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have

been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore

unenforceable.

EXECUTIVE COMPENSATION.

We have not entered into

any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

No executive officer has received any cash compensation for services rendered to us during the year ended December 31, 2025.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 3, 2025, based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

The following table sets

forth information regarding the beneficial ownership of our ordinary shares as of May 13, 2026, based on information obtained from the

persons named below, with respect to the beneficial ownership of our ordinary shares, by:

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

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Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

In the table below, the percentage

ownership is based on 8,863,000 ordinary shares (which includes ordinary shares that are underlying the units) issued and outstanding

as of March 3, 2025.

The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon conversion

of rights as the rights are not convertible within 60 days of this Report.

In the table below, the

percentage ownership is based on 5,025,517 ordinary shares (which includes ordinary shares that are underlying the units) issued and

outstanding as of May 13, 2026.

The following table does not reflect record of beneficial ownership of any ordinary shares issuable

upon conversion of rights as the rights are not convertible within 60 days of this Report.

Name and Address of Beneficial Owner (1)

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Other 5% or greater beneficial owners

TD Securities (USA) LLC (4)

Berkley Corporation and Berkley Insurance Company (4)

Mizuho Financial Group, Inc.

Wolverine Asset Management LLC (6)

First Trust Merger Arbitrage Fund (7)

First Trust Capital Management L.P., First Trust Capital Solutions L.P.

and FTCS Sub GP LLC.

Cowen and Company, LLC (6)

Karpus Investment Management (7)

CVI Investments, Inc (8)

Unless otherwise indicated, the business address of each of the individuals is 26 Broadway, Suite 934, New York, NY 10004.

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However, such individual has a pecuniary interest in our ordinary shares through his ownership of shares of our sponsor.

Based on information contained in a Schedule 13G filed on February 14, 2025 Address or principal business office is One Vanderbilt Avenue, New York, 10017.

Based on information contained in a Schedule 13G/A filed on February 13, 2025 Address or principal business office is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.

Based on information contained in a Schedule 13G filed on January 31, 2025.

Address or principal business office is 175 West Jackson Boulevard, Suite 340 Chicago, IL 60604.

Based on information contained in a Schedule SC 13G filed on November 15, 2024.

Address or principal business office is 235 West Galena Street, Milwaukee, WI 53212.

Based on information contained in a Schedule 13G filed on November 15, 2024.

Address or principal business office is 225 W.

Wacker Drive, 21st Floor, Chicago, IL 60606.

(7) and (8) are jointly filed the Schedule 13G.

Based on information contained in a Schedule 13G filed on May 7, 2026.

Address or principal business office is 475 Steamboat Road, Greenwich, CT 06830.

Based on information contained in a Schedule 13G/A filed on August 13, 2025.

Address or principal business office is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.

Based on information contained in the Schedule 13G filed on November 13, 2024.

Address or principal business office is 599 Lexington Avenue, New York, NY 10022.

Based on information contained in the Schedule 13G filed on November 7, 2024.

Based on information contained in the Schedule 13G filed on October 7, 2025.

Address or principal business office is 183 Sully’s Trail, Pittsford, New York 14534.

Our founders beneficially own approximately 22.15% of the issued and outstanding ordinary shares.

Because of the ownership block held by our founders, officers and directors, such individuals may be able to effectively exercise influence over all matters requiring approval by our shareholders, including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.

Based on information contained in the Schedule 13G filed on May 19, 2026.

Heights Capital Management, Inc.

is the investment manager to CVI Investments, Inc.

and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc.

Address or principal business office of CVI Investments is P.O.

Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104 Cayman Islands.

Our founders beneficially

own approximately 39.06% of the issued and outstanding ordinary shares.

Because of the ownership block held by our founders, officers

and directors, such individuals may be able to effectively exercise influence over all matters requiring approval by our shareholders,

including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.

Our sponsor, officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

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These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that, during the fiscal year ended December 31, 2024, our directors, executive officers, and ten percent shareholders complied with all Section 16(a) filing requirements,

Based solely on our review

of such forms furnished to us and written representations from certain reporting persons, we believe that, during the fiscal year ended

December 31, 2025, our directors, executive officers, and ten percent shareholders complied with all Section 16(a) filing requirements.

Certain Relationships, and Related Transactions and Director Independence

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The private placement units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of our initial business combination.

connection with the completion of our initial public offering, we entered into an Administrative Services Agreement with our sponsor

pursuant to which we will pay a total of $10,000 per month for office space, administrative and support services to such affiliate.

completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

Accordingly, in the event

the consummation of our initial business combination takes the maximum 21 or 24 months, our sponsor will be paid a total of $210,000

or $240,000 ($10,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket

In connection with the completion

of our initial public offering, we entered into an Administrative Services Agreement with our sponsor pursuant to which we will pay a

total of $10,000 per month for office space, administrative and support services to such affiliate.

Upon completion of our initial business

combination or our liquidation, we will cease paying these monthly fees.

Accordingly, in the event the consummation of our initial business

combination takes the maximum 24 months, our sponsor will be paid a total of $240,000 ($10,000 per month) for office space, administrative

and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in

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On August 30, 2024,

2024, we issued the 2024 Note for up to $1,000,000 to our sponsor which is due the earlier of the closing of our initial business

combination and December 31, 2025.

Related party loan balance as of December 31, 2024 was $667,851.

The issuance of the

2024 Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as

we issued the 2024 Note for up to $1,000,000 to our Sponsor which was due the earlier of the closing of our initial business combination

and December 31, 2025.

On August 21, 2025, the Company and Sponsor agreed to amend and restate the 2024 Note to solely raise the

principal balance from $1,000,000 to $1,200,000.

Subsequently, on January 28, 2026, the Company and Sponsor agreed to amend and restate

the 2024 Note to further raise the principal balance from $1,200,000 to $2,000,000 and extend the maturity date thereof to be the earlier

(i) December 31, 2026 or (ii) the date on which the Company consummates its initial business combination.

Related party loan balance

as of December 31, 2025 was $1,446,751.

The issuance of the 2024 Note was made pursuant to the exemption from registration contained

in Section 4(a)(2) of the Securities Act of 1933, as amended.

In addition, in order to

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

GRT Business Combination

have entered into the Merger Agreement and related ancillary documents with, among others, our sponsor and GRT.

Business—Proposed

GRT Business Combination” for more information.

compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or their

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from the proceeds of the IPO held in the trust account prior to the completion of our initial business combination:

● Repayment of up to an aggregate of up to $1,000,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

an affiliate of our sponsor (Whale Management Corporation) of $10,000 per month, for up to 24 months (assuming we extend the period

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for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction

costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written

agreements been executed with respect thereto.

Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00

per unit (which, for example, would result in the holders being issued 165,000 ordinary shares if $1,500,000 of notes were so converted

(including 15,000 shares upon the closing of our initial business combination in respect of 150,000 rights included in such units)

at the option of the lender.

Repayment of up to an aggregate of $2,000,000 in loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit (which, for example, would result in the holders being issued 165,000 ordinary shares if $1,500,000 of notes were so converted (including 15,000 shares upon the closing of our initial business combination in respect of 150,000 rights included in such units) at the option of the lender.

audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

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Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum Asia CPAs LLP, or Marcum, and MaloneBailey LLP, or MaloneBailey, for services rendered.

fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are

normally provided by Marcum in connection with our initial public offering and regulatory filings till July 16, 2024.

The aggregate

fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information

included in our Forms 8-K and Form S-1 for the respective periods and other required filings with the SEC through July 16, 2024 was

$51,507 in total.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

MaloneBailey has served as

the independent registered public accounting firm for the fiscal year ended December 31, 2024 and the accounting fees such period

were $133,928.

Such fees related to audit services provided by MaloneBailey.

MaloneBailey LLP, or MaloneBailey,

acts as our independent registered public accounting firm.

The following is a summary of fees paid or to be paid to MaloneBailey for services

rendered for each of years ended December 31, 2025 and 2024.

Audit fees consist of fees

billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided

by MaloneBailey in connection with the audit of our annual financial statements, review of the financial information included in our

Forms 10-Q for the respective periods and other required filings with the SEC totaled $189,619 and $133,928 for the years ended December

31, 2025 and 2024, respectively.

Audit-Related Fees.

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum or MaloneBailey for consultations concerning financial accounting and reporting standards for the year ended December 31, 2024.

We did not pay Marcum or MaloneBailey for tax planning and tax advice for the year ended December 31, 2024.

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit

or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that

are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay MaloneBailey

for any audit-related fees for the years ended December 31, 2025 and 2024.

pay MaloneBailey for tax planning and tax advice for the years ended December 31, 2025 and 2024.

All Other Fees .

We did not pay Marcum or MaloneBailey for other services for the year ended December 31, 2024.

did not pay MaloneBailey for other services for the years ended December 31, 2025 and 2024.

Pre-Approval Policy

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Notes to Financial Statements

Underwriting Agreement between Registrant and Lucid Capital Markets.

Merger Agreement dated as of October 21, 2024, by and among Flag Ship Acquisition Corporation, Great Right Technologies Limited and GRT Merger Star Limited (4)

First Amendment to Merger Agreement dated February 28, 2025, by and among Flag Ship Acquisition Corporation,

Great Right Technologies Limited and GRT Merger Star Limited (5)

Amended and Restated Articles of Association dated as of June 17, 2024.

Agreement between Registrant and Lucid Capital Markets.

Merger Agreement dated as of 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 registrant’s current report on Form 8-K filed on April 22, 2025.

First Amendment to Merger Agreement dated December 11, 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 registrant’s current report on Form 8-K filed on December 12, 2025.

and Restated Articles of Association dated as of June 17, 2024.

Specimen Unit Certificate (2)

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Promissory Note dated August 30, 2024 (3)

Form of Parent Shareholder Lock-up and Support Agreement (4)

Form of Sponsor Lock-up Agreement (4)

Form of Sponsor Voting and Support Agreement (4)

Form of Amended and Restated Registration Rights Agreement (4)

Form of Code of Ethics (2)

Form of Amended Promissory Note dated August 21, 2025.

Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed August 27, 2025

Form of Amended Promissory Note dated January 28, 2026.

Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 30, 2026

Mutual Termination Agreement dated May 3, 2026.

Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on May 4, 2026.

Code of Ethics (2)

Insider Trading Policy.

Incorporated by reference to Exhibit 19.1 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

List of subsidiaries.*

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Compensation Recovery Policy.

XBRL Instance Document.*

XBRL Schema Document.*

XBRL Calculation Linkbase Document.*

XBRL Definition Linkbase Document.*

XBRL Label Linkbase Document.*

XBRL Presentation Linkbase Document.*

Cover Page Interactive Data File (formatted in Inline XBRL and contained

in Exhibit 101)

Incorporated by reference to Exhibit 97.1 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Instance Document.*

Schema Document.*

Calculation Linkbase Document.*

Definition Linkbase Document.*

Label Linkbase Document.*

Presentation Linkbase Document.*

Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Filed as an Exhibit to the Registrant’s Form 8-K as filed with the Commission on June 21, 2024.

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Filed as an Exhibit to the Registrant’s Form 8-K as filed with the Commission on September 3, 2024.

Filed as an Exhibit to the Registrant’s Form 8-K as filed with the Commission on October 23, 2024.

Filed as an Exhibit to the Registrant’s Form 8-K as filed with the Commission on March 3, 2025.

Filed herewith.

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to the requirements of Section 13 or 15(d) 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 as of March 4, 2025.

be signed on its behalf by the undersigned, thereunto duly authorized as of May 29, 2026.

FLAG SHIP ACQUISITION CORPORATION

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Chief Executive Officer and Chairman

March 4, 2025

(Principal Executive Officer)

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Chief Financial Officer

March 4, 2025

(Principal Financial Officer)

March 4, 2025

FLAG SHIP ACQUISITION CORPORATION

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

To the Shareholders and Board of Directors of

Flag Ship Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Flag Ship Acquisition Corporation, (the “Company”) as of December 31, 2024 and 2023, and the related statements of operations, shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets

of Flag Ship Acquisition Corporation, (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations,

changes in shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2025 and 2024 and the results of their operations and their cash flows for the years then ended,

in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company

will continue as a going concern.

As discussed in Note 1 to the financial statements,

the Company has a net capital deficiency and has incurred and expects to continue to incur

significant costs in pursuit of its financing and acquisition plans.

The Company’s business plan is dependent on the completion of a business combination within a prescribed period of

time and if not completed will cease all operations except for the purpose of liquidating.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has

a net capital deficiency and has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition

The Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and

if not completed will cease all operations except for the purpose of liquidating.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

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

The financial statements

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

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) ("PCAOB") and are required to be independent with respect to

the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan

and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement

of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

MaloneBailey, LLP

/s/ MaloneBailey, LLP

www.malonebailey.com

have served as the Company’s auditor since 2024.

March 4, 2025

We have served as the Company's auditor since

Houston, Texas

FLAG SHIP ACQUISITION CORPORATION

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Total current assets

Deferred offering costs

Investments held in trust account

Cash and investments held in trust account

LIABILITIES AND SHAREHOLDER’S DEFICIT

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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 December 31, 2024 and 2023, respectively)

Additional paid in capital

1,963,000 and 1,963,000 shares issued and outstanding (excluding 3,062,517 and 6,900,000 shares, subject to possible redemption as of December 31, 2025 and 2024,

respectively)

Accumulated deficit

( 3,165,764 )

( 2,266,700 )

Total Shareholders’ deficit

( 3,163,801 )

( 2,264,737 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

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$ ( 659,064 )

$ ( 889,298 )

Other income:

Dividend income earned in investments held in Trust Account

Interest and dividends earned in cash and investments held in Trust Account

Total other income, net

Income (loss) before income taxes

NET INCOME (LOSS)

Income before income taxes

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

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

Basic and diluted net income (loss), ordinary shares attributable to Flag Ship Acquisition Corporation

Basic and diluted net income, ordinary shares attributable to Flag Ship Acquisition Corporation

See accompanying notes to financial statements.

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

Year ended December 31, 2024

Years ended December 31, 2025

Ordinary shares

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$ ( 2,266,700 )

$ ( 2,264,737 )

Subsequent remeasurement of ordinary shares subject to redemption

( 2,487,973 )

Extension funds attributable to ordinary shares subject to redemption

Net income for the year

Balance as of December 31, 2025

$ ( 3,165,764 )

$ ( 3,163,801 )

Years ended December 31, 2024

Ordinary shares

Total shareholders’

Balance as of January 1, 2024

$ ( 308,006 )

$ ( 283,006 )

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

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$ ( 2,264,737 )

Year ended December 31, 2023

Ordinary shares

Total shareholders’

Balance as of January 1, 2023

$ ( 245,607 )

Net loss for the year

Balance as of December 31, 2023

$ ( 308,006 )

$ ( 283,006 )

See accompanying notes to financial statements.

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Cash flows from operating activities:

Net income (loss)

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

Dividend income earned in investments held in trust account

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

Interest and dividends earned on cash and investments held in trust account

( 2,487,973 )

( 1,799,136 )

Change in operating assets and liabilities

Deferred offering cost

Deferred offering costs

Prepayments and deposits

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Cash flows from investing activities:

withdrawn from Trust Account in connection to redemption

from extension loan deposited into trust account

Proceeds deposited in Trust Account

( 69,000,000 )

Net cash used in investing activities

Net cash provided by (used in) investing activities

( 69,000,000 )

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Proceed from private placement

Advances from a related party

Repayment to a related party

Net cash provided by financing activities

Redemption of ordinary shares

( 40,447,071 )

Proceeds from promissory note – related party

Repayment of promissory note – related party

provided by (used in) financing activities

( 39,798,171 )

NET CHANGE IN CASH

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

CASH, BEGINNING OF YEAR

CASH, END OF YEAR

NON-CASH INVESTING AND FINANCING ACTIVITIES:

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Subsequent remeasurement of ordinary shares subject to possible redemption

Extension funds attributable to ordinary shares subject to redemption

Accrued underwriting compensation

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with one or more businesses (“Business Combination”).

Although the Company is not limited to a particular industry or geographic region

for purposes of consummating a Business Combination, the Company intends to focus

on businesses that have a connection to the Asian market.

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 December 31, 2024, the Company had not yet commenced any operations.

All activities through December 31, 2024 relate to the Company’s formation and the initial public offering (the “Initial Public Offering”).

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 dividend and interest income from the investments held in trust account.

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

Although the Company is not limited to a particular

industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that have

a connection to the Asian market.

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 December 31, 2025, the Company had not yet

commenced any operations.

All activities from inception through December 31, 2025, relate to the Company’s formation, the initial

public offering (the “Initial Public Offering” or “IPO”), and since the Initial Public Offering, the Company’s

evaluation of business combination candidates and efforts to consummate the initial business combination described below.

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 accounts.

The Company has

selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on June 17, 2024.

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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 Right”).

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

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.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

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 (x) 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 (y) such later date after the closing of the Initial Public Offering as may be approved by the Company’s

shareholders in accordance with the Company’s amended and restated memorandum and articles of association;

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 (A) 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) or (B) such

later date after the closing of the Initial Public Offering as may be approved by the Company’s shareholders in accordance with

the Company’s amended and restated memorandum and articles of association, subject to applicable law.

Business Combination

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$ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder

approval, a majority of the outstanding shares voted are voted in favor of the Business

approval, a majority of the outstanding shares are voted in favor of the Business

If the Company seeks shareholder approval of a Business Combination and it does not

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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

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 increases

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.”

FLAG SHIP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

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

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its Business Combination.

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 (the

“Event”)) from the closing of the Initial Public Offering to consummate a Business

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.

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.

The terms of any such loan

have not been definitely negotiated, provided, however, any loan will be interest

free and will be repayable only if the Company completes a Business Combination.

On October 21, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”)

with Great Rich Technologies Limited, a public limited company incorporated under

the laws of Hong Kong (“ GRT ”), and GRT Merger Star Limited, a Cayman Islands company limited by shares and a

wholly-owned subsidiary of GRT (“ Merger Sub ”).

Pursuant to the Merger Agreement, among other things, the Company will merge with

and into Merger Sub (the “ Merger ”), with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary

of GRT (the “ Surviving Company ”).

At the Effective Time, by virtue of the Merger and without any action of the part

of the Company, Merger Sub or any other Person:

(i) each of the Company’s ordinary shares (the “ Company Shares ”) issued and outstanding immediately prior to the Effective Time, excluding the Excluded

Shares and Dissenting Shares (each, as defined below), if any, will be automatically

cancelled, extinguished and exchanged for the right to receive, immediately upon consummation

the Merger, one (1) ordinary share of GRT (such shares of GRT, collectively, “ Parent Ordinary Shares ”) payable in American Depositary Shares of GRT (“ Parent ADSs ”) for each such Company Share (the “ Per Share Merger Consideration ”);

FLAG SHIP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

(ii) each right to receive one-tenth (1/10 th ) of a Company Share at the consummation of a business combination of the Company

(a “ Company Right ”) that is outstanding immediately prior to the Effective Time will be cancelled,

extinguished and exchanged for the right to receive, immediately upon the consummation

of the Merger, Parent Ordinary Shares, payable in Parent ADSs, in an amount equal

to (in each case, as rounded down to the nearest whole number) the product of (a)

the Per Share Merger Consideration, multiplied by (b) the number of Company Shares that the holder of the cancelled Company Right

(the “ Company Rights Holder ”) would have been entitled to receive from the Company assuming satisfaction of the

terms and conditions of such Company Right, multiplied by (c) the ADS exchange rate

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

The aggregate consideration payable to pursuant to the Merger Agreement to the shareholders

of the Company (“ Company Shareholders ”) entitled thereto shall consist of that number of Parent Ordinary Shares payable

in Parent ADSs that is equal to (i) the Per Share Merger Consideration multiplied

by the number of Company Shares registered in the name of those Company Shareholders

immediately prior to the Effective Time, multiplied by the ADS Exchange Rate, plus

(ii) the Rights Merger Consideration, as described above.

Under its current amended and restated memorandum and articles of association, 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 (the “Event”)) from the closing of the Initial Public Offering to consummate a Business Combination.

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 were initially required to 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.

On August 26, 2025, through the Extraordinary General Meeting, the shareholders approved a proposal to reduce the payment

from $0.033 per each outstanding public share (for each monthly extension) to an amount equal to the lesser of (i) $ 60,000 for all outstanding

public shares and (ii) $0.033 for each outstanding 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.

The terms of any such loan have not been definitely negotiated, provided, however, any

loan will be interest free and will be repayable only if the Company completes a Business Combination.

As a result, $ 60,000 is required

for each monthly extension.

On October 21, 2024, the Company entered

into 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 shares (the “ Company

Shares ”) issued and outstanding immediately prior to the Effective Time, excluding the Excluded Shares and Dissenting Shares

(each, as defined below), if any, will be automatically cancelled, extinguished and exchanged for the right to receive, immediately upon

consummation the Merger, one (1) ordinary share of GRT (such shares of GRT, collectively, “ Parent Ordinary Shares ”)

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

Share Merger Consideration ”);

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

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

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

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

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

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

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

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

Merger Consideration ”).

The aggregate consideration payable to pursuant

to the 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 replaced and superseded the GRT Merger

Agreement described above.

The GFT Merger Agreement provided, among other things, that the Company would merge with and into Merger Sub

(the “Merger”), with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of PubCo.

The GFT Merger

Agreement also contemplated that 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, would 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 would 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.

On August 26, 2025, the Company held an extraordinary

general meeting of shareholders (the “Extraordinary General Meeting”) and obtained approval by ordinary resolution of the

reduction of the monthly fee payable by the Company’s sponsor and/or its designee into the trust account to extend the date by which

the Company must consummate its initial business combination from $0.033 per each outstanding public share (for each monthly extension)

to an amount equal to the lesser of (i) $ 60,000 for all outstanding public shares and (ii) $0.033 for each outstanding public share.

first monthly extension fee must be made by September 20, 2025 while each subsequent monthly extension fee must be deposited into the

trust account by the 20th of each succeeding month until June 20, 2026.

On August 26, 2025, in connection with the vote

to approve the Extension Amendment Proposal, holders of 3,837,483 ordinary shares of the Company properly exercised their right

to redeem their shares for cash at a redemption price of approximately $ 10.54 per share, for an aggregate redemption amount of approximately

$ 40,447,071 .

On December 11, 2025, the Company, 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 30, 2026.

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

the parties to the GFT 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.

During the fiscal year ended December 31, 2025,

on each of September 22, 2025, October 20, 2025, November 12, 2025, and December 17, 2025, the Company deposited $ 60,000 ,

respectively into the Trust Account in order to extend the amount of available time to complete a business combination until January 20,

Subsequently, during the 2026 fiscal year, the Company deposited an aggregate of $ 300,000 into the Trust Account in order

to extend the amount of available time to complete a business combination until June 20, 2026.

If the Company is unable to complete a Business Combination within the Combination

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As of December 31, 2025, the Company had

cash of $ 76,747 and a working deficit of $ 539,737 .

cash of $ 6,551

and a working capital deficit of $ 1,438,801 .

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

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per unit (See Note 5).

FLAG SHIP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

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 Company currently has until 24 months from

the closing of the Initial Public Offering to consummate a Business Combination.

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.

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 financial statements are issued.

The financial

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

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

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

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

FLAG SHIP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Making estimates requires management to exercise significant judgment.

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with an original maturity of three months or less when purchased to be cash equivalents.

The Company had cash balance of $ 76,747

and $ 116,210

The Company had cash balance of $ 6,551 and

as of December 31, 2025 and 2024, respectively.

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cash equivalents as of December 31, 2025 and 2024.

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.

and investments held in trust account

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

had $ 33,080,038 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 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 statement of operations.

The estimated fair value of cash and investments held in the Trust Account

is determined using available market information.

Rights accounting

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and as of each subsequent quarterly period end date while the rights are outstanding.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

For issued or modified rights that meet all of the criteria for equity classification,

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There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of December 31, 2024 and December 31, 2023.

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

The Company is currently not aware of any issues under review that could

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income tax filing requirements in the Cayman Islands or the United States.

the Company’s tax provision was zero for the periods presented.

the Company’s tax provision was zero for the years presented.

Ordinary share subject to possible redemption

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temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet, respectively.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

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

The Company then allocated the undistributed income ratably based on the weighted

average number of shares outstanding between the redeemable and non-redeemable common

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 statements of operations is based on the following:

Net income per share

The Company calculates net income 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.

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 per share presented in the statements of operations is based on the following:

Schedule of unaudited statement of operations

Net income (loss)

Schedule of Basic and dilute net income per share

For the Year Ended

Non-Redeemable

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Basic and diluted net income per share:

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

Allocation of net income (loss)

Allocation of net income including carrying value to redemption value

Allocation of net income

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

Basic and diluted net income per share

Related parties

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be prevented from fully pursuing its own separate interests.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Concentration of credit risk

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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 December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company

utilized to determine such fair value.

The carrying amount of investment held in trust account was $ 0 as of December 31, 2023.

The following table presents information about

the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2025 and 2024 and indicates the fair

value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Schedule of fair value hierarchy

Active Markets

Investments held in trust account

Significant Other

Cash and investments held in trust account

Active Markets

Cash and investments held in trust account

Recent accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable

Segment Disclosures.

The amendments in this ASU require disclosures, on an annual

and interim basis, of significant segment expenses that are regularly provided to

the chief operating officer decision maker (“CODM”), as well as the aggregate amount

of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM

and an explanation of how the CODM uses the reported measure(s) of segment profit

or loss in assessing segment performance and deciding how to allocate resources.

entities will be required to provide all annual disclosures currently required by

Topic 280 in interim periods, and entities with a single reportable segment are required

to provide all the disclosures required by the amendments in this ASU and existing

segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning

after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

Management does not believe that any recently issued, but not yet effective, accounting

pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 3 – INITIAL PUBLIC OFFERING

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or other property.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Promissory Note — Related Party

On January 28, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant

to which the Company may borrow up to an aggregate principal amount of $ 300,000 (the “Promissory Note”).

The Promissory Note is non-interest bearing and payable on

the earlier of (i) December 31, 2021 or (ii) the consummation of the Proposed Offering.

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

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

On December 2, 2022, the Company and the Sponsor mutually agreed to increase the principal amount

up to $ 500,000 and extend the repayment date on the earlier of (i) December 31, 2023 or (ii) the consummation of the Proposed Offering.

On December 29, 2023, the Company and the Sponsor mutually agreed to 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 Note”).

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 December 31, 2024 and 2023, the principal amount due and owing under the Promissory Notes was $ 677,851 and $ 433,554 , respectively.

On January 28, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an

aggregate principal amount of $ 300,000 (the “Promissory Note”).

The Promissory Note 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.

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, 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.

On August 21, 2025, the Company and Sponsor agreed to amend and restate

the August 2024 Promissory Note to solely raise the principal balance from $1,000,000 to $ 1,200,000 (the “Amended Note”) and

payable due date change to December 31, 2026.

Other than the increased principal amount and payable due date, the Amended Note has the

same terms as the August 2024 Promissory Note.

On January 28, 2026, the Company and the Sponsor agreed to amend and restate the August

2024 Promissory Note (the “Second Amended Note”) to raise the principal balance from $1,200,000 to $ 2,000,000 and extend the

maturity date thereof to be the earlier of:

(i) December 31, 2026 or (ii) the date on which the Company consummates its initial business

Other than the foregoing terms, the Second Amended Note has the same terms as the Amended Note.

As of December 31, 2025 and 2024, the principal amount due and owing under the August 2024 Promissory Note was $ 1,446,751 and $ 677,851 , respectively.

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.

As of December 31, 2024 and 2023, the unpaid balance was $ 40,000 and $ 0 , respectively, which is included in promissory notes - related party balance.

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.

As of December 31, 2025 and 2024, the unpaid balance was

and $ 40,000 ,

respectively, which is included in promissory notes - related party balance.

Working Capital Loans

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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

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

initial shareholders or their affiliates or designees were initially required to 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 ,

per public share.

On August 26, 2025, through the Extraordinary General Meeting, the shareholders approved to reduce the payment from

$0.033 per each outstanding public share (for each monthly extension) to an amount equal to the lesser of (i) $60,000 for all outstanding

public shares and (ii) $0.033 for each outstanding public share.

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 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.

If the Company

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

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 December 31, 2024.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

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.

As of December 31, 2025 and 2024, the extension loan balance was

$ 240,000 and $ 0 , respectively, such amounts are included in “Promissory Notes – Related Party” presented on the balance

sheets included in the financial statements filed with this Yearly Report on Form 10-K.

NOTE 6 – SHAREHOLDER’S EQUITY

Ordinary shares

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

The Company is authorized to issue 50,000,000

ordinary shares with a par value of $ 0.001

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

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

As of December 31, 2025 and 2024, there were 1,963,000

and 1,963,000

ordinary shares issued and outstanding, excluding 3,062,517

and 6,900,000

ordinary shares subject to possible redemption, respectively.

Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation

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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.

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 .

The underwriters

were paid a cash underwriting discount of 2.0 % of the gross proceeds of the IPO, or $ 1,380,000 .

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.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

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 .

The underwriters were paid a cash underwriting discount of 2.0 %

of the gross proceeds of the IPO, or $ 1,380,000 .

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 – SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial

statement information about operating segments, products, services, geographic areas,

and major customers.

ASC Topic 280, “ Segment Reporting ,”

establishes standards for companies to report in their 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, or group, in deciding how to allocate resources

and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Financial Officer

(“CODM”), 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

several key metrics, which includes general and administrative expenses and interest

earned on assets held in Trust Account which are included in the accompanying statements of operations.

The key measures of segment profit or loss reviewed by our CODM are earned on assets held in Trust Account and general and administrative expenses.

The CODM reviews 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.

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 include general and administrative expenses

and interest and dividends earned on assets held in Trust Account which are included in the 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

5 unchanged sentences

adjustment or disclosure in the financial statements.

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.

As of the date of filing, the Company

borrowed additional $ 92,500 loan under the promissory note.

During 2026, the Company deposited an aggregate

of $ 300,000 into the Trust Account in order to extend the amount of available time to complete a business combination until June

On January 28, 2026, the Company and the Sponsor

agreed to amend and restate the August 2024 Promissory Note (the “Second Amended Note”) to raise the principal balance from

$1,200,000 to $ 2,000,000 and extend the maturity date thereof to be the earlier of:

(i) December 31, 2026 or (ii) the date on which the

Company consummates its initial business combination.

Other than the foregoing terms, the Second Amended Note has the same terms as the

Amended Note.

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

the GFT 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.

On May 8, 2026, the Company entered into a Letter

of Intent with Bluechip, a Cayman Islands exempt company, in connection with a 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.

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.

can be no assurance that the parties will enter into a definitive agreement or that the Proposed Transaction will be consummated.

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 9A. Controls and Procedures