FSHP

RISK FACTORS An investment in our securities involves a high degree of risk.
We may not be able to complete an initial business combination.
Furthermore, although we currently do not have any People’s Republic of China (“PRC”) subsidiary or China operations, the majority of our executive officers and directors are located in, or have significant ties to, PRC, which may make us a less attractive partner to potential target companies outside the PRC than a non-PRC or non-Hong Kong based SPAC, which may therefore make it harder for us to complete an initial business combination with a target company that is non-PRC or non-Hong Kong based and which may therefore make it more likely for us to consummate a business combination with a target company located in the PRC or Hong Kong.
As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors.
Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2025, we had working capital deficit of $1,438,801, which indicated a lack of liquidity we needed to sustain operations for a reasonable period of time, which was considered to be one year from the issuance date of the financial statements.
Further, we have incurred and expect to continue to incur significant costs as a public company (for legal, financial reporting, accounting, and auditing compliance), as well as expenses in connection with our initial business combination.
We cannot assure you that any efforts to raise capital (if required) or to consummate an initial business combination will be successful.
The current deadline to consummate a business combination is June 20, 2026; however, the Company has called an Extraordinary General Meeting for June 11, 2026 at which shareholders will vote on a proposal to extend this deadline for up to twelve (12) additional one-month periods to June 20, 2027.
There can be no assurance that the proposal to extend the period within which we must consummate an initial business combination will be approved or that a business combination will be consummated within any extended period.
If the Extension Proposal is not approved and we do not consummate a business combination by June 20, 2026, under our Amended and Restated Memorandum and Articles of Association we must cease all operations, redeem the outstanding public shares and thereafter liquidate and dissolve.
Our management is also required to evaluate the effectiveness of the design and operation of our disclosure controls and procedures on a quarterly basis.
We have reported that our management concluded that our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal control over financial reporting relating to (1) inadequate segregation of duties within account processes due to limited personnel, and (2) insufficient written policies and procedure for accounting, IT, financial reporting and record keeping.
We expect that our sponsor and its permitted transferees will own approximately 39% of our issued and outstanding ordinary shares at the time of any such shareholder vote.
As a result, in addition to our initial shareholder’s founder shares, we would need only 549,759, or approximately 18%, of the 3,062,517 currently outstanding public shares to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved.
Under our current Amended and Restated Memorandum and Articles of Association, we have a total of 24 months from the closing of the IPO (if we extend the period of time to consummate a business combination) to complete our initial business combination, subject to the deposit of additional funds into the trust account by our sponsor or its affiliates or designees as set out elsewhere in this Annual Report, subject to amendment from time to time.
We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
Under our current Amended and Restated Memorandum and Articles of Association, we initially had 15 months from the closing of our IPO to complete an initial business combination.
Further, if we were unable to close an initial business combination by such date, our Amended and Restated Memorandum and Articles of Association provides that our sponsor may request that we extend the latest time for completion of initial business combination up to 9 times, each by an additional one month, subject to our sponsor depositing additional funds into the trust account (the “Extension of Time Request.”) If our sponsor does not further extend the deadline for completing of an initial business combination by depositing the requisite amount in the trust account as stipulated or if we have not completed our initial business combination within the deadline, as extended, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, 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 our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Business—Permitted Purchases of Our Securities” on page 9 for a description of how such persons will determine which shareholders to seek to acquire shares from.
The 2024 Note bears no interest and was due on the earlier of: (i) December 31, 2025 or (ii) the date on which we consummate our initial business combination.
On August 21, 2025, Flag Ship and the Sponsor agreed to amend and restate the 2024 Note to increase the maximum principal amount from $1,000,000 to $1,200,000 and on January 28, 2026, Flag Ship and the Sponsor agreed to further amend and restate the 2024 Note to raise the principal balance 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 we consummate our initial business combination.
As of December 31, 2025, there was $1,446,751 outstanding under the 2024 Note.
On January 24, 2024, the SEC adopted the 2024 SPAC Rules requiring, among other matters, (i) additional disclosures relating to SPAC business combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and business combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed business combination transactions; and (iv) the requirement that both the SPAC and its target company be co-registrants for an initial business combination transaction.
Compliance with the 2024 SPAC Rules and related guidance may (i) increase the costs of and the time needed to negotiate and complete an initial business combination and (ii) constrain the circumstances under which we could affect our ability to complete an initial business combination.
If we enter into a definitive agreement for a business combination, in which we 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, and each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the business combination.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control.
Our sponsor currently owns approximately 39% of our issued and outstanding shares.
As of December 31, 2025, we had approximately $33.08 million held in the Trust Account (including deferred underwriting commissions of approximately $1.725 million and before fees and expenses associated with our initial business combination).
As a result, we may be able to complete our initial business combination, even if a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates.
Our sponsor, which currently beneficially owns approximately 39% of our ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses.
Due to the low price our sponsor paid for the founder shares, our sponsor stands to make a substantial profit even if a Business Combination subsequently declines in value or is unprofitable for our Public Shareholders.
As a result of the low acquisition cost of our founder shares, our sponsor could make a substantial profit even if we select and consummate a business combination with an acquisition target that subsequently declines in value or is unprofitable for our public shareholders.
Thus, such parties may have more of an economic incentive for us to enter into a business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares.
If we complete our initial business combination, a majority of our directors and officers of the surviving entity may reside outside of the United States and all of our assets will be located outside of the United States.
Further, we may decide to pursue an initial business combination with a company that has a physical presence or other significant ties to the PRC.
Notwithstanding the foregoing, in the event that we decide to consummate our initial business combination with a target business based in or primarily operating in China, if there is any regulatory change which prohibits the independent accountants from providing audit documentations located in mainland China or Hong Kong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination Report so that the target company or the combined company is subject to the HFCA Act, as the same may be amended, you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S capital markets and trading of our securities on a national securities exchange or in the over-the-counter trading market in the U.S. may be prohibited, under the HFCA Act.
Our sponsor currently owns approximately 39% of our outstanding shares.
As a result, this may limit the pool of acquisition candidates we may acquire in the United States, in particular, relative to other special purpose acquisition companies that are not subject to such restrictions, which could make it more difficult and costly for us to consummate a business combination with a target business operating in the United States relative to such other companies.
If we undertake a business combination with a China based business, our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, cyber security, environmental regulations, land use rights, property and other matters.
If, for example, our potential initial business combination is with a target business operating in the PRC, and if the New Measures mandates clearance of cybersecurity review and other specific actions to be completed by the target business, we may face uncertainties as to whether such clearance can be timely obtained, or at all, and incur additional time delays to complete any such acquisition.

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Gone since FY2024

RISK FACTORS As a smaller reporting company, we are not required to include risk factors in this Annual Report.
However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations: An investment in our securities involves a high degree of risk.
We have entered into the Merger Agreement for the Proposed GRT Business Combination.
However, this transaction is still subject to certain closing conditions and we may not be able to complete it or if failed, another initial business combination.
Furthermore, although we currently do not have any People’s Republic of China (“PRC”) subsidiary or China operations, majority of our executive officers and directors are located in, or have significant ties to, PRC, which may make us a less attractive partner to potential target companies outside the PRC than a non-PRC or non-Hong Kong based SPAC, which may therefore make it harder for us to complete an initial business combination with a target company that is non-PRC or non-Hong Kong based and which may therefore make it more likely for us to consummate a business combination with a target company located in the PRC or Hong Kong.
However, the closing of this transaction is subject to various conditions and is still uncertain.
If we fail to complete the Proposed GRT Business Combination, we may not be able to select another target business or complete our initial business combination within the Prescribed Time Frame, as extended.
If we have not completed our initial business combination within the required time period, our public shareholders may receive only the redemption price held in the trust account on pro-rata basis, which is initially approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our rights will expire worthless.
As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors, including with respect to the Proposed GRT Business Combination.
Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2024, we had working capital deficit of $539,737, which indicated a lack of liquidity we needed to sustain operations for a reasonable period of time, which was considered to be one year from the issuance date of the financial statements.
Further, we have incurred and expects to continue to incur significant costs as a public company (for legal, financial reporting, accounting, and auditing compliance), as well as expenses in connection with our Proposed Business GRT Combination.
We cannot assure you that any efforts to raise capital (if required) or to consummate an initial business combination (including the Proposed GRT Business Combination) will be successful.
We have until 15 months from the closing of the Initial Public Offering to consummate a Business Combination (subject to nine (9) one-month extension periods).
If we do not complete a Business Combination within such time period, under our Amended and Restated Memorandum and Articles of Association we must cease all operations, redeem the outstanding public shares and thereafter liquidate and dissolve.
There is a possibility that business combination might not happen within the prescribed period of time.
As a newly public company, SEC rules provide that we are not required to include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm in this Annual Report on Form 10-K.
Our management is, however, required to evaluate the effectiveness of the design and operation of our disclosure controls and procedures on a quarterly basis.
In our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and in this Annual Report, we reported that our management concluded that our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal control over financial reporting relating to (1) inadequate segregation of duties within account processes due to limited personnel, and (2) insufficient written policies and procedure for accounting, IT, financial reporting and record keeping.
We expect that our sponsor and its permitted transferees will own approximately 22.15% of our issued and outstanding ordinary shares at the time of any such shareholder vote.
As a result, in addition to our initial shareholder’s founder shares, we would need only 2,468,501, or approximately 35.77%, of the 6,900,000 public shares sold in the IPO to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved.
Our sponsor, officers, and directors have agreed that we have 12 months or 15 months from the closing of the IPO (or up to 21 months or 24 months from the closing of the IPO if we extend the period of time to consummate a business combination) to complete our initial business combination.
We may, by resolution of our board of directors if requested by our sponsor, extend the period of time to consummate a business combination up to nine (9) times, each by an additional one month (for a total of up to 24 months to complete a business combination), subject to the deposit of additional funds into the trust account by our sponsor or its affiliates or designees as set out elsewhere in this Annual Report, subject to amendment from time to time.
We currently plan to hold an extraordinary general meeting and seek shareholder approval in connection with the Proposed GRT Business Combination.
We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash, as is the case with the Proposed GRT Business Combination.
We have 15 months from the closing of our IPO to complete the Proposed GRT Business Combination.
If we cannot close the Proposed GRT Business Combination by such date, our sponsor may request that we extend the latest time for completion of initial business combination up to 9 times, each by an additional one month, subject to our sponsor depositing additional funds into the trust account (the “Extension of Time Request.”) If our sponsor does not further extend the deadline for completing of an initial business combination by depositing the requisite amount in the trust account as stipulated or if we have not completed our initial business combination (including the Proposed GRT Business Combination) within the deadline, as extended, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, 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 our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Business—Permitted Purchases of Our Securities” on page 12 for a description of how such persons will determine which shareholders to seek to acquire shares from.
The 2024 Note bears no interest and is due on the earlier of: (i) December 31, 2025 or (ii) the date on which we consummate our initial business combination.
As of December 31, 2024, there was $677,851 outstanding under the 2024 Note.
Accordingly, any shareholders who choose to remain shareholders following the business combination (including the Proposed GRT Business Combination) could suffer a reduction in the value of their shares.
On January 24, 2024, the SEC adopted the 2024 SPAC Rules requiring, among other matters, (i) additional disclosures relating to SPAC business combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and business combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed business combination transactions; and (iv) the requirement that both the SPAC and its target company be co-registrants for the Proposed GRT Business Combination registration statements.
Compliance with the 2024 SPAC Rules and related guidance may (i) increase the costs of and the time needed to negotiate and complete an initial business combination (including the Proposed GRT Business Combination) and (ii) constrain the circumstances under which we could affect our ability to complete an initial business combination (including the Proposed GRT Business Combination.) We may not hold an annual meeting of shareholders until after the consummation of our initial business combination.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on Nasdaq.
In connection with completion of any business combination (including the Proposed GRT Business Combination), we would expect to hold a special meeting of shareholders to obtain consent of our shareholders.
There is no requirement under the Companies Act for us to hold annual or general meetings or elect directors.
Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management.
If we enter into a definitive agreement for a business combination, including the Merger Agreement with GRT, in which we 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, and each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the business combination.
Furthermore, if we reach an agreement relating to a specific target business, including the Merger Agreement with GRT, we may fail to complete our initial business combination for any number of reasons including those beyond our control.
Our sponsor currently owns approximately 22.15% of our issued and outstanding shares.
As of December 31, 2024, we had approximately $70.8 million held in trust account (including deferred underwriting commissions of approximately $1.725 million and before fees and expenses associated with our initial business combination).

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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