Based on the provided financial report articles, I generated the title for the article: "Quarterly Report for the Three Months Ended March 31, 2025" Please note that the title may not be exact, as the provided text is a financial report and may not contain a specific title.
The financial report presents the financial statements of the company for the quarter ended March 31, 2025. The company reported a net loss of $X million, with total revenues of $Y million and total expenses of $Z million. The company’s cash and cash equivalents decreased by $X million to $Y million, and its total assets increased by $Z million to $W million. The company’s common stock outstanding increased by X million shares to Y million shares, and its additional paid-in capital increased by Z million to W million. The company also reported a working capital loan of $X million and redeemable shares of $Y million. The fair value of the company’s assets and liabilities was determined using Level 1, Level 2, and Level 3 inputs, with the majority being Level 1 inputs. The company’s sponsor made several transactions with the company, including the purchase of shares and the provision of a working capital loan.
Overview
Flag Ship Acquisition 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, share purchase, reorganization or similar business combination with one or more businesses.
Proposed GFT Business Combination
On April 18, 2025, Flag Ship entered into an Agreement and Plan of Merger with Great Future Technology Inc. (GFT), a Cayman Islands company, and GFT Merger Sub Limited, a wholly-owned subsidiary of GFT. Pursuant to the agreement, Flag Ship will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GFT.
Results of Operations
Flag Ship’s activities since inception have been related to its formation, preparation for the initial public offering, and the search for a prospective target for its initial business combination. The company has not generated any operating revenues to date, but has earned non-operating income in the form of interest and dividend income from the funds held in the Trust Account.
For the three months ended March 31, 2025, Flag Ship had net income of $577,698, consisting of $739,769 in interest and dividends earned on the Trust Account, partially offset by $162,071 in formation and operating expenses. For the three months ended March 31, 2024, the company had a net loss of $75,788, consisting entirely of formation and operating expenses.
Liquidity, Capital Resources and Going Concern
Flag Ship completed its initial public offering on June 20, 2024, raising $69 million in gross proceeds. An additional $2.38 million was raised through the sale of private placement units. The funds from the IPO and private placement were deposited into a Trust Account.
As of March 31, 2025, Flag Ship had $71.5 million in cash and investments held in the Trust Account, and $35,705 in cash held outside the Trust Account. The company intends to use the funds in the Trust Account, excluding deferred underwriting commissions, to complete its business combination.
Flag Ship has incurred and expects to continue incurring significant costs to remain a publicly traded company and to pursue a business combination. The company may need to raise additional capital through loans or investments to meet its working capital needs. There is substantial doubt about Flag Ship’s ability to continue as a going concern if it is unable to complete a business combination by the required deadline.
Contractual Obligations
Flag Ship’s key contractual obligations include:
- Agreement to pay the Sponsor $10,000 per month for administrative services
- Reimbursement of out-of-pocket expenses incurred by the Sponsor, officers and directors
- $1.725 million deferred underwriting fee payable upon completion of a business combination
- $1 million promissory note issued to the Sponsor, which is repayable upon the earlier of a business combination or December 31, 2025
- Potential extension payments of $230,000 per month to extend the time to complete a business combination
Critical Accounting Estimates and Recent Accounting Pronouncements
Flag Ship has not identified any critical accounting estimates. The company’s management does not believe that any recently issued accounting pronouncements will have a material effect on the financial statements.
JOBS Act
As an emerging growth company, Flag Ship is allowed to delay the adoption of new or revised accounting standards. This may result in the company’s financial statements not being comparable to those of non-emerging growth public companies.
