What changed in this filing

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Item 1. Financial Statements

2026-06-05 compared with 2025-10-31 · 194 added, 149 removed, 422 unchanged (45% of the section changed)

3 unchanged sentences

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

September 30,

Current asset:

10 unchanged sentences

Commitments and contingencies

Ordinary shares subject to possible redemption, 3,062,517 and 6,900,000 shares issued and outstanding at redemption value of $ 10.64 and $ 10.26 on September 30, 2025 and December 31, 2024, respectively

Ordinary shares subject to possible redemption 3,062,517 and 3,062,517 shares issued and outstanding at redemption value of $ 10.92 and $ 10.80 on March 31, 2026 and December 31, 2025, respectively

Shareholders’ deficit:

1 unchanged sentence

50,000,000 shares authorized;

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 September 30, 2025 and December 31, 2024, respectively)

1,963,000 and 1,963,000 shares issued and outstanding (excluding 3,062,517 and 3,062,517 shares, subject to possible redemption as of March 31, 2026 and December 31, 2025, respectively)

Accumulated deficit

Total Shareholders’ deficit

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

See accompanying notes to unaudited financial statements.

3 unchanged sentences

three months ended

September 30,

nine months ended

September 30,

Formation, general and administrative expenses

Other income:

Interest and dividends earned on investments held in Trust Account

dividends earned on cash and investments held in Trust Account

Total other income, net

8 unchanged sentences

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

For the three and nine months ended September 30, 2025

For the three months ended March 31, 2026

Ordinary shares

2 unchanged sentences

Subsequent remeasurement of ordinary shares subject to redemption

Balance as of March 31, 2025

Subsequent remeasurement of ordinary shares subject to redemption

Balance as of June 30, 2025

Subsequent remeasurement of ordinary shares subject to redemption

Extension funds attributable to ordinary shares subject to redemption

Balance as of September 30, 2025

Balance as of March 31, 2026

$ ( 3,356,398 )

$ ( 3,354,435 )

For the three and nine months ended September 30, 2024

For the three months ended March 31, 2025

Ordinary shares

1 unchanged sentence

Balance as of January 1, 2025

Balance as of March 31, 2024

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

Sale of units to the founder in private placement

Initial classification of ordinary shares subject to possible redemption

Allocation of offering costs to ordinary shares subject to redemption

Accretion of carrying value to redemption value

Subsequent remeasurement of ordinary shares subject to redemption

Balance as of June 30, 2024

Subsequent remeasurement of ordinary shares subject to redemption

Balance as of September 30, 2024

Balance as of March 31, 2025

$ ( 2,428,771 )

4 unchanged sentences

(Currency expressed in United States Dollars (“US$”))

Nine months ended

September 30,

Three Months ended

Cash flows from operating activities:

2 unchanged sentences

Change in operating assets and liabilities

Deferred offering costs

Prepayments and deposits

3 unchanged sentences

Cash flows from investing activities:

Cash withdrawn from Trust Account in connection to redemption

Proceeds from extension loan deposited into trust account

Proceeds deposited in Trust Account

Net cash provided by (used in) investing activities

Net cash used in investing activities

Cash flows from financing activities:

Proceed from public offering, net of offering costs

Proceed from private placement

Redemption of ordinary shares

Proceeds from extension loan deposited into Trust Account

Proceeds from promissory note – related party

Repayment of promissory note – related party

provided by (used in) financing activities

provided by financing activities

NET CHANGE IN CASH

2 unchanged sentences

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial classification of ordinary shares subject to possible redemption

Allocation of offering costs or ordinary shares subject to possible redemption

Accretion of carrying value to redemption value

Subsequent remeasurement of ordinary shares subject to possible redemption

Extension funds attributable to ordinary shares subject to redemption

Accrued underwriting compensation

Subsequent remeasurement of ordinary shares subject to possible redemption

See accompanying notes to unaudited financial statements.

6 unchanged sentences

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

As of September 30, 2025, the Company had not yet

As of March 31, 2026, the Company had not yet

commenced any operations.

All activities from inception through September 30, 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.

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

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.

All activities from inception through March 31, 2026, 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.

7 unchanged sentences

Trust Account

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.

Following the closing the Initial Public

Offering, an amount of $ 69,000,000

per Public Unit) from the net proceeds of the Initial Public Offering and the sale of the Private Placement Units was placed in a

trust account (“Trust Account”) established for the benefit of the Company’s public shareholders and maintained by

Wilmington Trust National Association, acting as trustee.

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

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

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

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

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 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;

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.

FLAG SHIP ACQUISITION CORPORATION

14 unchanged sentences

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

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

The 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).

6 unchanged sentences

However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Public Offering if the Company fails to complete its Business Combination.

The Company will have until 12 months (or 15

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

22 unchanged sentences

(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 ”).

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

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.

(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 ”).

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.

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

2 unchanged sentences

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

The GFT Merger Agreement replaces and supersedes the GRT Merger

The GFT Merger Agreement replaced and superseded the GRT Merger

Agreement described above.

Pursuant to the GFT Merger Agreement, among other things, the Company will merge with and into Merger Sub

Pursuant to the GFT Merger Agreement, among other things, the Company would have merged with and into Merger Sub

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

At the effective

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, will be automatically cancelled, extinguished and exchanged for the right to receive, immediately

Shares and Dissenting Shares, if any, would have been 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

2 unchanged sentences

(1/10th) of a Company Share at the consummation of a business combination of the Company (a “Company Right”) that is outstanding

immediately prior to the effective time will be cancelled, extinguished and exchanged for the right to receive, immediately upon the

immediately prior to the effective time would have been 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)

13 unchanged sentences

$ 40,447,071 .

On each of September 19, 2025, and October 20, 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

November 20, 2025.

FLAG SHIP ACQUISITION CORPORATION

UNAUDITED FINANCIAL STATEMENTS

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.

From September 2025 to May 2026, the Company has

caused an aggregate amount of $ 540,000 to be deposited into the Trust Account to extend the amount of available time to complete a

business combination until June 20, 2026.

On May 3, 2026, the Company and GFT mutually terminated

the GFT Merger Agreement pursuant to a Mutual Termination Agreement (the “GFT Termination Agreement”).

The GFT Termination

Agreement provides for a mutual release of claims among the parties.

No termination fee was payable by either party.

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

of intent (the “Letter of Intent”) with Bluechip & Co.

Holdings (“Bluechip”), a Cayman Islands exempt company,

pursuant to which the parties intend to negotiate a business combination transaction.

The Letter of Intent provides for a 90-day exclusive

negotiation period.

See Note 9 for further information.

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

7 unchanged sentences

Going concern consideration

As of September 30, 2025, the Company had cash of $ 18,751 and a working deficit of $ 1,151,052 .

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

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

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

The Company will have until 12 months (or 15 months if the Company enters into a business combination agreement prior to the expiration of the initial 12-month period) from the closing of the Initial Public Offering to consummate a Business Combination (or up to 21 months, or 24 months if the Event occurs, if the Company extends the period of time to consummate a business combination) .

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

As of March 31, 2026, the Company had cash

and a working capital deficit of $ 1,629,435 .

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

and the Private Placement.

The Company has incurred and expects to continue to incur significant professional costs to remain as a

publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an

affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company

funds as may be required (“Working Capital Loans”).

The Working Capital Loans would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000

of such Working Capital Loans may be converted into units of the post Business Combination entity at a price of $ 10.00

per unit (See Note 5).

The Company currently has until 24 months from

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

If the Company does not complete a Business Combination,

the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum

and Articles of Association.

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

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

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

In connection with the Company’s assessment

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

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

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

requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial

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

The current business combination deadline is June 20, 2026.

The Company intends to seek shareholder approval at the June 11,

2026 Extraordinary General Meeting to extend the deadline by up to twelve additional monthly periods through June 20, 2027, though

there can be no assurance such extension will be approved.

These factors further contribute to the substantial doubt regarding the Company’s

ability to continue as a going concern.

The unaudited financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

25 unchanged sentences

The Company had a cash balance of $ 1,811

as of September 30, 2025, and December 31, 2024, respectively.

as of March 31, 2026, and December 31, 2025, respectively.

The Company has no

cash equivalents as of September 30, 2025, and December 31, 2024.

cash equivalents as of March 31, 2026, and December 31, 2025.

Cash and investments held in trust account

As of September 30, 2025, and December 31, 2024, the Company had $ 32,584,205 and $ 70,799,136 , respectively, in cash and investments held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

Investments in money market funds are presented on the unaudited balance sheets at fair value at the end of each reporting period.

Earnings on investments held in the Trust Account are included in interest and dividends earned on investments held in the Trust Account in the unaudited statement of operations.

The estimated fair value of cash and investments held in the Trust Account is determined using available market information.

As of March 31, 2026, and December 31,

2025, the Company had $ 33,430,500

and $ 33,080,038 ,

respectively, in cash and investments held in the Trust Account comprised of money market funds that invest in U.S.

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

reporting period.

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

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

The estimated fair value of cash and investments held in the

Trust Account is determined using available market information.

FLAG SHIP ACQUISITION CORPORATION

34 unchanged sentences

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026 and December 31, 2025.

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

10 unchanged sentences

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

Accordingly, as of September 30, 2025 and December 31, 2024, 3,062,517 and 6,900,000 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited balance sheet, respectively.

Accordingly, as of March 31, 2026 and December 31, 2025, 3,062,517 and 3,062,517 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited balance sheet, respectively.

Net income (loss) per share

4 unchanged sentences

Schedule of unaudited statement of operations

nine months ended

September 30,

nine months ended

September 30,

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

three months ended

September 30,

three months ended

September 30,

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Schedule of Basic and dilute net income per share

Nine Months Ended

September 30,

Non-Redeemable

Ordinary Share

Basic and diluted net income (loss) per share:

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

Three Months Ended

September 30,

Non-Redeemable

4 unchanged sentences

Ordinary Share

Basic and diluted net income per share:

Allocation of net income including carrying value to redemption value

3 unchanged sentences

Basic and diluted net income per share

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Related parties

13 unchanged sentences

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

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

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

6 unchanged sentences

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

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Schedule of fair value hierarchy

September 30,

Active Markets

4 unchanged sentences

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 unaudited financial statements.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 3 – INITIAL PUBLIC OFFERING

4 unchanged sentences

In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

The Company’s redeemable ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

27 unchanged sentences

to forfeiture.

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

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED 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 was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the proposed IPO (the “Proposed Offering”).

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

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

On December 29, 2023, 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

1 unchanged sentence

(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”).

Other than the increased principal amount, the Amended Note has

the same terms as the August 2024 Promissory Note.

As of September 30, 2025, and December 31, 2024, the principal amount due and owing under the August 2024 Promissory Note was $ 1,170,351 and $ 677,851 , respectively.

The August 2024 Promissory Note is non-interest bearing and was 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 solely to raise the principal balance from $ 1,000,000

to $ 1,200,000

(the “Amended Note”).

Other than the increased principal amount, the Amended Note has the same terms as the August 2024 Promissory Note.

On January 28, 2026, the Company and the

Sponsor agreed to further 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

As of March 31, 2026, and December 31,

2025, the principal amount due and owing under the August 2024 Promissory Note was $ 1,540,219

and $ 1,446,751 ,

respectively.

Administrative Services Agreement

1 unchanged sentence

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

As of September 30, 2025, and December 31, 2024, the unpaid balance was $ 130,000 and $ 40,000 , respectively, which is included in promissory notes - related party balance.

As of March 31, 2026, and December 31, 2025, the unpaid balance was $ 190,000 and $ 160,000 , respectively, which is included in promissory notes - related party balance.

Working Capital Loans

6 unchanged sentences

The units would be identical to the Private Units.

As of September 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

As of March 31, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

Related Party Extension Loans

19 unchanged sentences

the time for the Company to complete a Business Combination.

As of September 30, 2025 and December 31, 2024, the extension loan balance was $ 60,000 and $ 0 , respectively, such amounts are included in “Promissory Notes – Related Party” presented on the balance sheets

As of March 31, 2026 and December 31, 2025, the extension loan balance was $ 300,000 and $ 240,000 , respectively, such amounts are included in “Promissory Notes – Related Party” presented on the balance sheets

included in the financial statements filed with this Quarterly Report on Form 10-Q.

4 unchanged sentences

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

As of September 30, 2025 and

As of March 31, 2026 and

December 31, 2025, there were 1,963,000 and 1,963,000

6 unchanged sentences

The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

2 unchanged sentences

Accordingly, the rights may expire worthless.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 7 – COMMITMENTS AND CONTINGENCIES

15 unchanged sentences

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 unaudited statements of operations.

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

The CODM reviews interest and dividends earned on assets held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

When evaluating the Company’s performance

and making key decisions regarding resource allocation, the CODM reviews key metrics, which include formation, general and administrative

expenses and interest and dividends earned on cash and investments held in Trust Account which are included in the unaudited statements

of operations.

The key measures of segment profit or loss reviewed

by the CODM are interest and dividends earned on cash and investments held in Trust Account and formation, general and administrative

The CODM reviews interest and dividends earned on cash and investments 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

Formation, general and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure

enough capital is available to complete a business combination within the business combination period.

The CODM also reviews general and

administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

NOTE 9 – SUBSEQUENT EVENTS

1 unchanged sentence

The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited financial statements, other than as noted below.

On October 20, 2025, the Company deposited $ 60,000 into the Trust Account in order to extend the amount of available time to complete

a business combination until November 20, 2025.

All extension fees have been fully deposited in the Trust Account as

of the date of this report.

On May 3, 2026, the Company and GFT entered into

a Mutual Termination Agreement (the “GFT Termination Agreement”), pursuant to which the parties mutually agreed to terminate

the GFT Merger Agreement.

The GFT Termination Agreement provides for a mutual release of claims.

No termination fee was payable by either

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

of intent (the “Letter of Intent”) with Bluechip & Co.

Holdings (“Bluechip”), a Cayman Islands exempt company,

in connection with a proposed business combination transaction (the “Proposed Transaction”).

The Letter of Intent provides

for a 90-day 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 Proposed Transaction remains subject to the completion of due diligence, 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-Q

Item 1. Financial Statements