What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-06-05 · 306 added, 356 removed, 260 unchanged (72% of the section changed)

1 unchanged sentence

FLAG SHIP ACQUISITION CORPORATION

UNAUDITED BALANCE SHEETS

CONDENSED BALANCE SHEETS

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

7 unchanged sentences

Promissory notes – related party

Ordinary shares subject to redemption

Total current liabilities

2 unchanged sentences

Commitments and contingencies

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

Ordinary shares subject to possible redemption 1,555,260 and 3,062,517 shares issued and outstanding at redemption value of $ 11.15 and $ 10.80 on June 30, 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 3,062,517 shares, subject to possible redemption as of March 31, 2026 and December 31, 2025, respectively)

1,963,000 and 1,963,000 shares issued and outstanding (excluding 1,555,260 and 3,062,517 shares, subject to possible redemption as of June 30, 2026 and December 31, 2025, respectively)

Accumulated deficit

Total Shareholders’ deficit

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

See accompanying notes to unaudited financial statements.

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

FLAG SHIP ACQUISITION CORPORATION

UNAUDITED STATEMENTS OF OPERATIONS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

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

three months ended

six months ended

Formation, general and administrative expenses

Other income:

dividends earned on cash and investments held in Trust Account

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

Total other income, net

Income before income taxes

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

Basic and diluted net income per ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, 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 unaudited financial statements.

Basic and diluted weighted average shares outstanding of redeemable ordinary shares

Basic and diluted net income per redeemable ordinary shares

Basic and diluted weighted average shares outstanding of non-redeemable ordinary shares

Basic and diluted net loss per non-redeemable ordinary share

FLAG SHIP ACQUISITION CORPORATION

UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

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

For the three months ended March 31, 2026

For the three and six months ended June 30, 2026

Ordinary shares

shareholders’

Balance as of January 1, 2026

Balance as of December 31, 2025 (audited)

Subsequent remeasurement of ordinary shares subject to redemption

Extension funds attributable to ordinary shares subject to redemption

Balance as of March 31, 2026

$ ( 3,356,398 )

$ ( 3,354,435 )

For the three months ended March 31, 2025

Balance as of March 31, 2026 (unaudited)

Subsequent remeasurement of ordinary shares subject to redemption

Extension funds attributable to ordinary shares subject to redemption

Balance as of June 30, 2026 (unaudited)

For the three and six months ended June 30, 2025

Ordinary shares

shareholders’

Balance as of January 1, 2025

Balance as of December 31, 2024 (audited)

Subsequent remeasurement of ordinary shares subject to redemption

Balance as of March 31, 2025

$ ( 2,428,771 )

$ ( 2,426,808 )

See accompanying notes to unaudited financial statements.

Balance as of March 31, 2025 (unaudited)

Subsequent remeasurement of ordinary shares subject to redemption

Balance as of June 30, 2025 (unaudited)

FLAG SHIP ACQUISITION CORPORATION

UNAUDITED STATEMENTS OF CASH FLOWS

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

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

Three Months ended

Six Months ended

Cash flows from operating activities:

4 unchanged sentences

Accrued liabilities

Due to related party

Net cash used in operating activities

Cash flows from investing activities:

Proceeds from extension loan deposited into trust account

Extension loan deposited into trust account

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from extension loan deposited into Trust Account

Proceeds from extension loan –

related party

Proceeds from promissory note – related party

provided by financing activities

Net cash provided by financing activities

NET CHANGE IN CASH

2 unchanged sentences

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Extension funds attributable to ordinary shares subject to redemption

Subsequent remeasurement of ordinary shares subject to possible redemption

See accompanying notes to unaudited financial statements.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

Flag Ship Acquisition Corporation (the “Company”) is a blank check incorporated company incorporated in the Cayman Islands on May 14, 2018.

Flag Ship Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on May 14, 2018.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

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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 March 31, 2026, the Company had not yet

commenced any operations.

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.

As of June 30, 2026, the Company had not commenced operating activities other than activities related to identifying and evaluating a

business combination.

All activities from inception through June 30, 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

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

The Company will generate non-operating income in the form of dividends and interest income from the cash and investments held in

trust 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.

6 unchanged sentences

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

Following the closing the Initial Public

Following the closing of the Initial Public

Offering, an amount of $ 69,000,000

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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.

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.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Business Combination

The Company listed the Units on the Nasdaq Global Market (“NASDAQ”).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and interest released to pay taxes payable) at the time of the signing a definitive agreement in connection with a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering, management has agreed that at least $ 10.00 per Unit, including the proceeds of the sale of the Private Units will be held in a trust account (“Trust Account”) and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholder, as described below.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company listed the Public Units on the

Nasdaq Global Market (“NASDAQ”).

The Company’s management has broad discretion with respect to the specific

application of the net proceeds of the Initial Public Offering and the Private Units, although substantially all of the net proceeds

are intended to be generally applied toward consummating a Business Combination.

NASDAQ rules provide that the Business Combination

must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust

Account (as defined below) (less any deferred underwriting commissions and interest released to pay taxes payable) at the time of signing a definitive agreement in connection with a Business Combination.

The Company will only complete a Business Combination

if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or

otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

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

There is no assurance that the

Company will be able to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering, management has

agreed that at least $ 10.00

per Unit, including the proceeds of the sale of the Private Units will be held in a trust account (“Trust Account”) and

invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a

maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the

conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation

of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as

described below.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

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FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

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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.

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 ,

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

As a result, $60,000 is required for each monthly extension.

Under its current amended and restated memorandum and articles of association, the Company initially had 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”).

At the extraordinary general meeting of shareholders held on June 11, 2026, the Company’s shareholders approved an amendment to our Amended and Restated Memorandum and Articles of Association to extend the Combination Period by up to twelve (12) additional one-month periods to June 20, 2027.

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.

At extraordinary general meetings held on August 26, 2025 and June 11, 2026, 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.

After the redemption of our public shares in connection with the extraordinary general meeting held on June 11, 2026, the Sponsor (or its affiliates or designees) is required to deposit $ 51,842 into the Trust Account for each monthly 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 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 .

In connection with the extraordinary general meeting of shareholders held on June 11, 2026, holders of 1,507,257 ordinary

shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 11.068

per share, for an aggregate redemption amount of approximately $ 16,682,320 ,

which were paid in July 2026.

The first monthly extension fee was payable by September 20, 2025 and each subsequent monthly extension fee must be deposited into the trust account by the 20th of each succeeding month during the Combination Period.

Extension payments of $ 60,000 for each monthly extension were deposited into the Trust Account covering extensions through June 20, 2026.

Subsequently, the Sponsor has deposited extension payments of $ 51,842 into the Trust Account in June 2026 and July 2026 in order to extend the deadline to consummate a business combination to August 20, 2026.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Business Combination

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:

The GRT Merger Agreement provided that at the effective time of the Merger, by virtue of the Merger and without any action on 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 UNAUDITED 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 ”).

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

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.

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.

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 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

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 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)

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

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.

The 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 .

and (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 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.

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.

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.

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 have been automatically cancelled, extinguished and exchanged for the right to receive, immediately

upon consummation of 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 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) 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.

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.

NOTES TO UNAUDITED CONDENSED 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 July 2026, the Company has caused an aggregate amount of $ 643,684 to be deposited into the Trust Account to extend the amount of available time to complete a business combination until August 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.

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.

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.

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In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00 per Unit.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

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The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Going concern consideration

As of March 31, 2026, the Company had cash

As of June 30, 2026, the Company had cash of $ 1,300

and a working capital deficit of $ 2,061,322 ,

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”).

excluding $ 34,017,341

payables due to redeeming shareholders to be paid out from the Trust Account.

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 these conditions raise substantial

doubt about the Company’s ability to continue as a going concern.

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

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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 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.

In addition, if the Company is unable to complete

a Business Combination by June 20, 2027, unless further extended, the Company ’ s

board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance

that the Company ’ s plans to consummate a Business Combination will

be successful within the Combination Period.

As a result, management has determined that such additional condition also raise substantial

doubt about the Company ’ s ability to continue as a going concern

for a period within one year after the date that the accompanying unaudited condensed financial statements are issued.

The unaudited condensed financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

These accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

GAAP”) for interim financial statements and Article 8 of Regulation S-X.

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GAAP for complete financial statements.

The unaudited financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2025 included in the Company’s Form 10-K.

The unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2025.

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

Operating results as presented are not necessarily indicative of the results to be expected for a full year.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Emerging growth company

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

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

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

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

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

Use of estimates

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Cash and cash equivalents

The Company considers all short-term investments

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

The Company had a cash balance of $ 1,811

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

The Company has no

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

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had a cash balance of $ 1,300 and $ 6,551 as of June 30, 2026, and December 31, 2025, respectively.

The Company has no cash equivalents as of June 30, 2026, and December 31, 2025.

Cash and investments held in trust account

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

NOTES TO UNAUDITED FINANCIAL STATEMENTS

As of June 30, 2026, and December 31, 2025, the Company had $ 34,017,341 and $ 33,080,038 , respectively, in cash and investments held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

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

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

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

Rights accounting

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If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will not issue fractional shares in connection with an exchange of rights.

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Accordingly, the rights may expire worthless.

The Company accounts for rights as either equity-classified or liability-classified instruments based on an assessment of the right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815.

The assessment considers whether the rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

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

Income taxes are determined in accordance with the

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

Under this method, deferred tax assets and liabilities

are recognized for the future tax consequences attributable to differences between the unaudited financial statement carrying amounts

of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted income

tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

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

Under ASC 740, tax positions must initially be recognized in the unaudited financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

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

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

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

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

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

Under ASC 740, tax positions must initially be recognized in the unaudited condensed financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction.

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 March 31, 2026 and December 31, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 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.

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The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

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Ordinary share subject to possible redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480.

Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

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 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.

The Company accounts for its ordinary shares

subject to possible redemption in accordance with the guidance in ASC 480.

Ordinary shares subject to mandatory redemption (if any)

are classified as a liability instrument and is measured at fair value.

Conditionally redeemable ordinary shares (including ordinary

shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence

of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary

shares are classified as shareholders’ equity.

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.

In connection with the

Extraordinary General Meeting held on June 11, 2026, holders of 1,507,257 ordinary shares of the Company properly exercised their

right to redeem their shares for a pro rata portion of the funds held in the Trust Account.

Accordingly, as of June 30, 2026 and

December 31, 2025, 1,555,260 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

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

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

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 shareholders.

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

Schedule of unaudited statement of operations

three months ended

six months ended

Accretion of temporary equity to redemption value

Net loss including accretion of temporary equity

three months ended

Accretion of temporary equity to redemption value

Net loss including accretion of temporary equity

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Schedule of Basic and dilute net income per share

Six Months Ended

Non-Redeemable

Ordinary Share

Allocation of net income including carrying value to redemption value

Accretion of carrying value to redemption value

Allocation of net income/(loss)

Denominators:

Weighted-average shares outstanding

Basic and diluted net income per share

Three Months Ended

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Allocation of net income including carrying value to redemption value

Allocation of net income

Accretion of carrying value to redemption value

Allocation of net income/(loss)

Denominators:

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and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Concentration of credit risk

Financial instruments that potentially subject the Company to the concentration of credit risk consist of a cash account in a financial institution.

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Financial instruments that potentially subject the Company to the concentration of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

As of June 30, 2026 and December 31, 2025, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value of financial instrument

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

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

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The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

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

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of 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.

Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Valuation adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

As of June 30, 2026 and December 31, 2025, the assets held in the Trust Account were comprised of money market funds that invest in U.S.

government securities.

All of the Company’s investments held in the Trust Account are classified as trading securities.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 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

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Cash and investments held in trust account

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Active Markets

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Recent accounting pronouncements

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

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The Private Placement Units are identical to the Public Units sold in the Initial Public Offering except for certain registration rights and transfer restrictions.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 5 – RELATED PARTY TRANSACTIONS

Founder Shares

On May 2018, the Company issued one ordinary

share to the initial shareholder for no consideration.

On February 20, 2021, the Company cancelled the one share for no consideration

and the Sponsor purchased 1,150,000

ordinary shares for an aggregate price of $ 25,000 .

On September 23, 2021, the Company purchased back all the 1,150,000

shares for $ 25,000

and reissued 2,875,000

ordinary shares to the Sponsor for $ 25,000 .

On November 29, 2022, our sponsor surrendered 1,150,000

shares for no consideration.

The Founder Shares include an aggregate of up to 225,000

shares subject to forfeiture by the Sponsors to the extent that the underwriters’ over-allotment is not exercised in full

or in part, so that the Sponsors will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public

Offering (assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering and excluding the Private

Units and underlying securities).

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

to forfeiture.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

On May 2018, the Company issued one ordinary share to the initial shareholder for no consideration.

On February 20, 2021, the Company cancelled the one share for no consideration and the Sponsor purchased 1,150,000 ordinary shares for an aggregate price of $ 25,000 .

On September 23, 2021, the Company purchased back all the 1,150,000 shares for $ 25,000 and reissued 2,875,000 ordinary shares to the Sponsor for $ 25,000 .

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

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

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

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

Promissory Note — Related Party

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 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”).

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 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.

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 Note.

As of June 30, 2026, and December 31, 2025, the principal amount due and owing under the August 2024 Promissory Note was $ 2,053,701 and $ 1,446,751 , respectively.

Administrative Services Agreement

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

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

As of June 30, 2026, and December 31, 2025, the unpaid balance was $ 220,000 and $ 160,000 , respectively, which is included in promissory notes - related party balance.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Working Capital Loans

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The units would be identical to the Private Units.

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.

As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

Related Party Extension Loans

As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to 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 , or $ 0.30 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.

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).

On August 26, 2025 and June 11, 2026, at extraordinary general meetings of shareholders, the shareholders approved the 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 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.

If the Company does not complete

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

Furthermore, the letter agreement with the initial shareholder contains

a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does

not complete a Business Combination.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend

the time for the Company to complete a Business Combination.

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.

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.

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

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

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination.

As of June 30, 2026 and December 31, 2025, the extension loan balance was $ 591,842 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.

NOTE 6 – SHAREHOLDERS’ EQUITY

Ordinary shares

The Company is authorized to issue 50,000,000

ordinary shares with $ 0.001

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

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

As of March 31, 2026 and

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

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

ordinary shares subject to possible redemption, respectively.

As of June 30, 2026 and December 31, 2025, there were 1,963,000 and 1,963,000 ordinary shares issued and outstanding, excluding 1,555,260 and 3,062,517 ordinary shares subject to possible redemption, respectively.

FLAG SHIP ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

3 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.

4 unchanged sentences

Registration Rights

The holders of the Founder Shares issued and outstanding on the date of this prospectus, as well as the holders of the Private Units (and all underlying securities) and any securities our initial shareholder, officers, directors or their affiliates may be issued in payment of working capital loans made to us, are entitled to registration rights pursuant to an agreement entered into with the Company on the effective date of the registration statement for the Company’s Initial Public Offering.

The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time on or after (i) the date that the Company consummates a Business Combination with respect to the Founder Shares and Working Capital Loan Securities (or underlying securities) or (ii) commencing three months prior to the date on which these ordinary shares are to be released from escrow.

The holders of a majority of the Private Units (and underlying securities) and securities issued in payment of Working Capital Loans (or underlying securities) or loans to extend our life can elect to exercise these registration rights at any time after the Company consummates a Business Combination.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a Business Combination.

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

The holders of the Founder Shares issued and

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

any securities that may be issued to our initial shareholder, officers, directors or their affiliates in payment of working capital

loans made to us, are entitled to registration rights pursuant to an agreement entered into with the Company on the effective date

of the registration statement for the Company’s Initial Public Offering.

The holders of the majority of the Founder Shares can

elect to exercise these registration rights at any time on or after (i) the date that the Company consummates a Business Combination

with respect to the Founder Shares and Working Capital Loan Securities (or underlying securities) or (ii) commencing three months

prior to the date on which these ordinary shares are to be released from escrow.

The holders of a majority of the Private Units (and

underlying securities) and securities issued in payment of Working Capital Loans (or underlying securities) or extension loans can elect to exercise these registration rights at any time after the Company consummates a Business Combination.

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

subsequent to our consummation of a Business Combination.

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

such registration statements.

Underwriter Agreement

3 unchanged sentences

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 UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 8 – SEGMENT INFORMATION

1 unchanged sentence

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

The Company’s CODM has been identified as the Chief Executive 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.

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.

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 expenses.

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

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

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited financial statements were issued.

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

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.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued.

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

In connection with the extraordinary general

meeting held on June 11, 2026, holders of 1,507,257 ordinary shares of the Company properly exercised their right to redeem their shares

for cash for an aggregate redemption amount of approximately $ 16,682,320 , which were paid in July 2026.

All extension fees have been fully deposited in

the Trust Account as of the filing date of the financial statements.

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