FSHP News & Events

Flag Ship Acquisition announced that it has entered into a binding letter of intent with Bluechip in connection with a proposed business combination. The letter of intent includes binding provisions regarding exclusivity and other related transaction provisions governing the parties' negotiations during the proposed transaction process. The proposed transaction remains subject to due diligence, negotiation and execution of definitive agreements, satisfaction of customary closing conditions, and approval by the boards and shareholders of the relevant parties. The proposed transaction contemplates that the company or a successor public company will acquire 100% of the equity interests of Bluechip through a share exchange, merger, consolidation or otherwise. The final structure for the transaction will be evaluated and mutually agreed by the parties. Based on preliminary discussions, Bluechip's implied equity valuation is expected to range between $300M and $400M. The LOI provides for an exclusive negotiation period, during which the company will conduct due diligence on Bluechip and the parties will negotiate the terms of a definitive merger agreement. The parties have agreed to a 90 day period of mutual exclusivity, which may be extended under certain conditions as specified in the LOI.

Flag Ship Acquisition announced that it received a letter from Nasdaq advising the company that the company does not comply with Nasdaq's Listing Rule 5250 for continued listing because the company had not timely filed its annual report on Form 10-K for the fiscal year ended December 31, 2025. Nasdaq has informed the company that it has until June 16 to submit a plan to regain compliance with respect to this delinquent report. If Nasdaq approves the company's plan, it has the discretion to grant the company an extension of up to 180 calendar days from the due date of the Form 10-K to regain compliance.

Flag Ship Acquisition has signed a definitive merger agreement with Great Rich Technologies and GRT Merger Star - Merger Sub. Upon completion of the merger, shareholders of Flag Ship will receive ADSs of GRT and Flag Ship will be merged into the Merger Sub, a wholly-owned subsidiary of GRT. Completion of the merger will be subject to customary closing conditions. GRT, a Hong Kong entity, has been in the business of developing and mass producing various optoelectronic products for more than a decade. It is publicly listed in South Korea, and has been pursuing expansion with new factories and production line projects in China in recent years. Each ordinary share of Flag Ship will be automatically cancelled, extinguished and exchanged for the right to receive, immediately upon consummation the merger, one ordinary share of GRT payable in ADSs of GRT. The closing conditions of the merger include, among others, the approval of the merger by Flag Ship's existing shareholders and approvals from GRT shareholders, and the approval for listing of GRT's ADSs on the Nasdaq Stock Market.