PRE 14A 1 flagshipacq_pre14a.htm PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14-A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐	Definitive Proxy Statement

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Flag Ship Acquisition Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Flag Ship Acquisition Corporation

26 Broadway, Suite 934

New York, New York 10004

NOTICE OF EXTRAORDINARY GENERAL MEETING

To Be Held at 10:00 a.m. Eastern Time on [*], 2025

Dear Shareholders:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of Flag Ship Acquisition Corporation (“Flag Ship,” “FSHP,” the “Company,” “we,” “us” or “our”), a Cayman Islands exempted company, will be held at [*] a.m. Eastern Time, on [*], 2025, at 45 Broadway, 17^th Floor, New York, NY 10006, or at such other time, on such other date and at such other place at which the meeting may be adjourned or postponed. The accompanying proxy statement (the “Proxy Statement”) is dated [__], 2025 and is first being mailed to shareholders of the Company on or about that date.

The sole purpose of the Extraordinary General Meeting is to:

●

consider and vote on a proposal to approve by ordinary resolution, the reduction of the monthly fee (the “Monthly Extension Fee”) payable by our sponsor (“Sponsor”) and/or its designee into the Trust Account (as defined below) to extend the date by which the Company must consummate its initial business combination (the “Combination Period”) 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 “Amended Monthly Extension Fee”). 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 20^th of each succeeding month until June 20, 2026 (“Proposal 1” or “Extension Fee Reduction Proposal”); and

●

consider and vote on a proposal to approve, by ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit the further solicitation and vote of proxies if there are not sufficient votes to approve Proposal 1 (“Proposal 2” or the “Adjournment Proposal”).

The Extension Fee Reduction Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

Our amended and restated memorandum and articles of association (the “Amended Articles”) provides that we have 12 months from June 20, 2024 (the closing of our IPO), or 15 months from the closing of the IPO, if we have entered into a business combination agreement within 12 months from the closing of the IPO to consummate our initial business combination (as may be extended, the “Combination Period”). As we have entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Great Future Technology Inc., a Cayman Islands exempted company limited by shares and GFT Merger Sub Limited, on April 18, 2025, our initial Combination Period is through September 20, 2025. However, if we anticipate that we may not be able to consummate our initial business combination within this time period, we may, by resolution of our board of directors (the “Board”) if requested by our Sponsor, extend the period of time to consummate a business combination up to nine times, each by an additional month (for a total of up to 24 months to complete a business combination) (each, a “Monthly Extension”), subject to the Sponsor and/or its designee depositing additional funds into the trust account as set out below.

The Board has determined that it is in the best interests of the Company to adopt the Extension Fee Reduction Proposal in order to facilitate its ability to implement Monthly Extensions to provide the Company with additional time to consummate an initial business combination. Following the Extensions, the Company may complete a business combination until up to 24 months from the closing of the IPO if the Sponsor deposits additional funds into the Trust Account as described herein. Without the Extensions, the Company believes that the Company may not be able to complete its business combination on or before September 20, 2025. If that were to occur, the Company would be precluded from completing a business combination and would be forced to liquidate. The Board has further determined that the approval of the Extension Fee Reduction Proposal (Proposal 1) will provide the Sponsor and its affiliates with an incentive to fund the Monthly Extension Fee required for each Monthly Extension that may be required for the Company to complete an initial business combination. Accordingly, the Board believes that Proposal 1 is necessary in order to be able to consummate an initial business combination. Therefore, the Board has determined that it is in the best interests of our shareholders to approve Proposal 1 to incentivize the Sponsor to fund such Amended Monthly Extension Fees and provide such Monthly Extensions as may be required for us to complete an initial business combination by or before June 20, 2026, which will provide our shareholders with the opportunity to participate in an initial business combination. The funding by the Sponsor of one or more Extensions will be required in order for us to have the opportunity to complete the initial business combination disclosed in our current filings with the Securities and Exchange Commission (the “SEC”).

If the Extension Fee Reduction Proposal is approved by the shareholders, to effectuate each Monthly Extension, the Sponsor and/or its designee will deposit the lesser of (i) $60,000 for all remaining Public Shares and (ii) $0.033 for each remaining Public Share into the Trust Account. The Amended Monthly Extension Fee, if and to the extent approved at the Extraordinary General Meeting, will become operative for the monthly extension fee beginning on the 20^th of the first month following the approval of the Amended Monthly Extension Fee at the Extraordinary General Meeting and the 20^th of each succeeding month until June 20, 2026.

In connection with the Extension Fee Reduction Proposal, holders of the Company’s ordinary shares, par value $0.001 per share (“Ordinary Shares”) who purchased their ordinary shares as part of units sold in the Company’s initial public offering (the “IPO”, such units the “Public Units” and such Ordinary Shares, the “Public Shares”, the holders thereof the “Public Shareholders”) may elect to redeem their Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the account established in connection with the IPO and into which certain amount of the net proceeds of the IPO, together with certain of the proceeds of a private placement of units (the “Private Placement”, such units the “Private Placement Units”, the Private Placement Units collectively with the Public Units the “units”) simultaneously with the closing date of the IPO, was deposited (the “Trust Account”), including interest earned (net of taxes paid or payable), divided by the number of the then outstanding Public Shares, and which election we refer to as an “Election.” An Election can be made regardless of whether such Public Shareholders vote “FOR” or “AGAINST” the Extension Fee Reduction Proposal or do not vote at all, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. The Public Shareholders may make an Election regardless of whether such Public Shareholders were holders as of the record date for the Extraordinary General Meeting. Public shareholders who do not make the Election would be entitled to have their shares automatically redeemed for cash if we do not complete our initial business combination by the expiration of the Combination Period (as it may be extended).

WE ARE NOT ASKING YOU TO VOTE ON OUR BUSINESS COMBINATION AT THIS TIME.

If the Extension Fee Reduction Proposal is implemented and you do not elect to redeem your Public Shares now, you will retain the right to vote on the business combination when it is submitted to shareholders, and the right to redeem your Public Shares into a pro rata portion of the Trust Account in the event the business combination is approved and completed (as long as your election is made in accordance with the Articles prior to the meeting at which the shareholders’ vote is sought) or the Company has not consummated a business combination by the expiration of the Combination Period (as such may be extended). If the Extension Fee Reduction Proposal is not approved, we may not be able to consummate our business combination. We urge you to vote at the Extraordinary General Meeting regarding the Extension Fee Reduction Proposal.

Based upon the amount in the Trust Account as of July 17, 2025, the record date, which was approximately $72,281,179.39, we anticipate that the per-share price at which Public Shares will be redeemed from cash held in the Trust Account will be approximately $[__] at the time of the Extraordinary General Meeting. The closing price of the Company’s Ordinary Shares on the record date was $10.47. Accordingly, if the market price were to remain the same until the date of the meeting, exercising redemption rights would result in a public shareholder receiving approximately $[__] [more/less] than if the shareholder sold such shares in the open market. However, the actual market price on the redemption date may be higher or lower than the per share pro rata portion of the Trust Account on such date. Additionally, the Company cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON [*], TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING, YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO VSTOCK TRANSFER LLC OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.

There will be no redemption rights or liquidating distributions with respect to our rights, each of which will automatically convert into one-tenth of one ordinary share upon consummation of a business combination (“rights”), which rights will expire worthless in the event of our winding up. In the event of a liquidation, holders of the Ordinary Shares issued to our Sponsor prior to the IPO (the “Founder Shares” and, together with the Public Shares, the “ordinary shares” or “shares”) will not receive any monies held in the Trust Account as a result of their ownership of Founder Shares or the Ordinary Shares included in the Private Units (the “Private Shares”).

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Extraordinary General Meeting to a later date or dates if we determine such additional time is necessary to permit the further solicitation and vote of proxies if there are not sufficient votes to approve Proposal 1. The Adjournment Proposal will only be presented to our shareholders in the event that we determine additional time is necessary to effectuate the Extension Fee Reduction Proposal.

The approval of the Extension Fee Reduction Proposal requires an ordinary resolution under the Articles, being a resolution passed by a simple majority of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

The approval of the Adjournment Proposal requires an ordinary resolution under the Articles, being a resolution passed by a simple majority of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Our Board has fixed the close of business on July 17, 2025, as the record date for determining the shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment or postponement thereof. Only holders of record of the ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment or postponement thereof.

After careful consideration of all relevant factors, our Board has determined that each of the Extension Fee Reduction Proposal and Adjournment Proposal is advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

No other business is proposed to be transacted at the Extraordinary General Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Fee Reduction Proposal, the Adjournment Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, we urge you to read this material carefully and vote your ordinary shares.

	By Order of the Board of Directors of Flag Ship Acquisition Corporation

	/s/ Matthew Chen
	Matthew Chen
	Chairman and Chief Executive Officer
	[__], 2025

Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will mean that your ordinary shares will not count towards the quorum requirement for the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held at 10:00 a.m. Eastern Time on [*], 2025. This notice of extraordinary general meeting and the accompanying Proxy Statement are available at www.sec.gov.

Flag Ship Acquisition Corporation

26 Broadway, Suite 934

New York, New York 10004

EXTRAORDINARY GENERAL MEETING

To Be Held at 10:00a.m. Eastern Time, on [*], 2025

PROXY STATEMENT

The extraordinary general meeting (the “Extraordinary General Meeting”) of Flag Ship Acquisition Corporation (“Flag Ship,” the “Company,” “we,” “FSHP,” “us” or “our”), a Cayman Islands exempted company, will be held at 10:00 a.m. Eastern Time, on [*], 2025, or at such other time, on such other date and at such other place at which the meeting may be adjourned or postponed.

The sole purpose of the Extraordinary General Meeting is to:

●

consider and vote on a proposal to approve by ordinary resolution, the reduction of the monthly fee (the “Monthly Extension Fee”) payable by our sponsor (“Sponsor”) and/or its designee into the Trust Account (as defined below) to extend the date by which the Company must consummate its initial business combination (the “Combination Period”) 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 “Amended Monthly Extension Fee”). The first Monthly Extension Fee must be made by September 20, 2025, while each subsequent Monthly Extension Fees must be deposited into the Trust Account by the 20^th of each succeeding month until June 20, 2026 (“Proposal 1” or “Extension Fee Reduction Proposal”) and

●

consider and vote on a proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit the further solicitation and vote of proxies if there are not sufficient votes to approve Proposal 1 (“Proposal 2” or the “Adjournment Proposal”).

Each of the Extension Fee Reduction Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The Board has determined that it is in the best interests of the Company to adopt the Extension Fee Reduction Proposal in order to facilitate its ability to implement Monthly Extensions to provide the Company with additional time to consummate an initial business combination. Following the Extensions, the Company may complete a business combination until up to 24 months from the closing of the IPO if the Sponsor deposits additional funds into the Trust Account as described herein. Without the Extensions, the Company believes that the Company may not be able to complete its business combination on or before September 20, 2025. If that were to occur, the Company would be precluded from completing a business combination and would be forced to liquidate. The Board has further determined that the approval of the Extension Fee Reduction Proposal (Proposal 1) will provide the Sponsor and its affiliates with an incentive to fund the Monthly Extension Fee required for each Monthly Extensions that may be required for the Company to complete an initial business combination. Accordingly, the Board believes that Proposal 1 is necessary in order to be able to consummate an initial business combination. Therefore, the Board has determined that it is in the best interests of our shareholders to approve Proposal 1 to incentivize the Sponsor to fund such Amended Monthly Extension Fees and provide such Monthly Extensions as may be required for us to complete an initial business combination by or before June 20, 2026, which will provide our shareholders with the opportunity to participate in an initial business combination. The funding by the Sponsor of one or more Extensions will be required in order for us to have the opportunity to complete the initial business combination disclosed in our current filings with the Securities and Exchange Commission (the “SEC”). Notwithstanding the foregoing, we may decide to abandon the Extension Fee Reduction Proposal at any time and for any reason prior to effectuating the Extension.

In connection with the Extension Fee Reduction Proposal, holders of outstanding ordinary shares, par value $0.001 per share (the “Ordinary Shares”) initially issued as part of units sold in the our initial public offering (the “IPO”, such units the “Public Units” and such Ordinary Shares the “Public Shares”, holders thereof the “Public Shareholders”) may elect to redeem their Public Shares for 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 paid or payable), divided by the number of the then outstanding Public Shares, and which election we refer to as an “Election.” An Election can be made regardless of whether such Public Shareholders vote “FOR” or “AGAINST” the Extension Fee Reduction Proposal or do not vote at all, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. The Public Shareholders may make an Election regardless of whether such Public Shareholders were holders as of the record date for the Extraordinary General Meeting. Public shareholders who do not make the Election would be entitled to have their shares automatically redeemed for cash if we have not completed our initial business combination by the expiration of the Combination Period (as it may be extended).

WE ARE NOT ASKING YOU TO VOTE ON OUR BUSINESS COMBINATION AT THIS TIME.

Based upon the amount in the Trust Account as of July 17, 2025, which was approximately $72,281,179.39, we anticipate that the per-share price at which Public Shares will be redeemed from cash held in the Trust Account will be approximately $[__] at the time of the Extraordinary General Meeting. The closing price of the Company’s Ordinary Shares on the record date was $10.47. Accordingly, if the market price were to remain the same until the date of the meeting, exercising redemption rights would result in a public shareholder receiving approximately $[__] [more/less] than if the shareholder sold such shares in the open market. However, the actual market price on the redemption date may be higher or lower than the per share pro rata portion of the Trust Account on such date. Additionally, the Company cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

The withdrawal of funds from the Trust Account in connection with the Election (the “Withdrawal Amount”) will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $72,281,179.39 that was in the Trust Account as of the record date. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable or at all.

TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON [*] 2025, TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING, YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO VSTOCK TRANSFER LLC OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.

If the Extension Fee Reduction Proposal is not approved, the ability to extend the time frame to consummate the initial business combination is contingent upon the Sponsor depositing the required amount of funds for each monthly extension ($0.033 per Public Share). If the Extension Fee Reduction Proposal is not approved and we do not consummate a business combination by September 20, 2025, as contemplated by our IPO prospectus and in accordance with our Amended Articles, 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 established by the Company upon the consummation of the IPO and into which certain amount of the net proceeds of the IPO, together with certain of the proceeds of a private placement of units simultaneously with the closing date of the IPO (the “Private Placement”, such units the “Private Placement Units”, the Private Placement Units collectively with the Public Units the “units”), was deposited, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $50,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish the rights of the holders of Public Shares (the “Public Shareholders”) as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and to the other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our rights, each of which will automatically convert into one-tenth of one ordinary share upon consummation of a business combination (“rights”), which rights will expire worthless in the event of our winding up. In the event of a liquidation, holders of our Ordinary Shares issued prior to the IPO (the “Founder Shares”, and such Founder Shares collectively with the Public Shares the “ordinary shares” or “shares”), will not receive any monies held in the Trust Account as a result of their ownership of Founder Shares or the Ordinary Shares included in the Private Units (the “Private Shares”).

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Extraordinary General Meeting to a later date or dates if necessary to permit the further solicitation and vote of proxies if there are not sufficient votes to approve Proposal 1.

The approval of the Extension Fee Reduction Proposal requires an ordinary resolution under the Articles, being a resolution passed by a simple majority of the votes cast by the shareholders who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

This Proxy Statement contains important information about the Extraordinary General Meeting and the proposals. Please read it carefully and vote your shares.

We will pay for the entire cost of soliciting proxies. We have engaged Advantage Proxy, Inc. (the “Proxy Solicitor”), to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay the Proxy Solicitor a fee of $8,500. We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

This Proxy Statement is dated [__], 2025 and is first being mailed to shareholders on or about that date.

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document.

Why am I receiving this Proxy Statement?

We are a blank check company incorporated on May 14, 2018, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On June 20, 2024, we consummated our IPO from which we derived proceeds that were deposited into our Trust Account. Like many blank check companies, our Amended Articles provide for the return of the funds held in trust to the holders of ordinary shares sold in our IPO if there was no qualifying business combination(s) consummated on or before a certain date (in our case, currently September 20, 2025).

As described in more detail below, we have entered into a definitive agreement for an initial business combination with Great Future Technology, Inc. However, we may not have sufficient time to consummate such transaction before September 20, 2025. Accordingly, our Board has determined that it is in the best interests of the Company and its shareholders to amend the monthly fee in order to incentivize our sponsor in making the extension payments necessary to extend past September 20, 2025 which is the deadline to consummate a qualifying business combination as noted in our Amended Articles.

Q.	A.
*What is being voted on?*	You are being asked to consider and vote on the following proposals:

		●	Proposal No. 1 - The Extension Fee Reduction Proposal - to approve, by ordinary resolution, a proposal to amend the monthly fee (the “Monthly Extension Fee”) payable by our sponsor (“Sponsor”) and/or its designee into the Trust Account (as defined below) to extend the date by which the Company must consummate its initial business combination (the “Combination Period”) from $0.033 per 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 “Amended Monthly Extension Fee”). The first Monthly Extension Fee must be made by September 20, 2025, while each subsequent Monthly Extension Fees must be deposited into the Trust Account by the 20^th of each succeeding month until June 20, 2026 (“Proposal 1” or “Extension Fee Reduction Proposal”).

		●	Proposal No. 2 - The Adjournment Proposal - to approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit the further solicitation and vote of proxies if there are not sufficient votes to approve Proposal 1 (“Proposal 2” or the “Adjournment Proposal”).

	We are not asking you to vote on our proposed business combination with Great Future Technology Inc., (the “GFT”) at this time. If the Extension Amendment is implemented and you do not elect to redeem your Public Shares now, you will retain the right to vote on the business combination when it is submitted to shareholders and the right to redeem your Public Shares into a pro rata portion of the Trust Account in the event the business combination is approved and completed (as long as your election is made in accordance with the Articles prior to the meeting at which the shareholders’ vote is sought) or the Company has not consummated a business combination by the expiration of the Combination Period (as it may be extended). If the Extension Fee Reduction Proposal is not approved, we may not be able to consummate a business combination. We urge you to vote at the Extraordinary General Meeting regarding the Extension Fee Reduction Proposal.

		If the Extension Fee Reduction Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $72,281,179.39 that was in the Trust Account as of the record date. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable or at all. If the Extension Fee Reduction Proposal is not approved and we do not consummate our business combination by September 20, 2025, as contemplated by our IPO prospectus and in accordance with our Amended Articles, 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 earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $50,000 of interest to pay liquidation expenses and net of taxes payable), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our Founder Shares and Private Shares will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and Private Shares.

Q.		A.
*Why is the Company proposing the Extension Fee Reduction Proposal?*		Our amended and restated memorandum and articles of association (the “Amended Articles”) provides that we have 12 months from June 20, 2024 (the closing of our IPO), or 15 months from the closing of the IPO, if we have entered into a business combination agreement within 12 months from the closing of the IPO to consummate our initial business combination (as may be extended, the “Combination Period”). On October 21, 2024, Flag Ship had entered into an Agreement and Plan of Merger (the “GRT Merger Agreement”) with Great Rich Technologies Limited (the “GRT”) and GRT Merger Star Limited, an exempted company incorporated in the Cayman Islands with limited liability and a wholly-owned subsidiary of GRT (“GRT Merger Sub”). Pursuant to the GRT Merger Agreement, Flag Ship had agreed to merge with an into Merger Sub, with Merger Sub continuing as the surviving entity and wholly-owned subsidiary of GRT (the “GRT Merger”) and the holders of Flag Ship Shares would have received ordinary shares of GRT in exchange for their Flag Ship Shares and Flag Ship Rights. However, on April 18, 2025, the parties to the GRT Merger Agreement entered into a Mutual Termination Agreement (the “Termination Agreement”) and terminated the GRT Merger Agreement and the other ancillary agreements entered into pursuant to the GRT Merger Agreement. Flag Ship entered into the Merger Agreement with Great Future Technology Inc., (“GFT”) and GFT Merger Sub Limited (the “Merger Sub”) on the same day due to the restructuring of GRT. GFT is the parent company of GRT. Accordingly, our initial Combination Period is through September 20, 2025. However, if we anticipate that we may not be able to consummate our initial business combination within this time period, we may, by resolution of our board of directors (the “Board”) if requested by our Sponsor, extend the period of time to consummate a business combination up to nine times, each by an additional month (for a total of up to 24 months to complete a business combination) (each, a “Monthly Extension”), subject to the Sponsor and/or its designee depositing additional funds into the trust account as set out below.

		Accordingly, our Board is proposing the Extension Fee Reduction Proposal to amend the monthly fee (the “Monthly Extension Fee”) payable by our sponsor (“Sponsor”) and/or its designee into the Trust Account (as defined below) to provide an incentive to the Sponsor to fund the Monthly Extension Fee required for the Monthly Extensions that may be required for the Company to consummate its initial business combination (the “Combination Period”) from $0.033 per 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 “Amended Monthly Extension Fee”). Accordingly, the Board believes that Proposal 1 is necessary in order to be able to consummate an initial business combination. Therefore, the Board has determined that it is in the best interests of our shareholders to approve Proposal 1 to incentivize the Sponsor to fund such Monthly Extension Fee and provide such Monthly Extensions as may be required for us to complete an initial business combination by or before June 20, 2026 which will provide our shareholders with the opportunity to participate in an initial business combination. YOU ARE NOT BEING ASKED TO VOTE ON THE BUSINESS COMBINATION AT THIS TIME. IF THE EXTENSION IS IMPLEMENTED AND YOU DO NOT MAKE AN ELECTION, YOU WILL RETAIN THE RIGHT TO VOTE ON THE BUSINESS COMBINATION WITH GFT WHEN IT IS SUBMITTED TO SHAREHOLDERS AND THE RIGHT TO REDEEM YOUR PUBLIC SHARES AT A PER-SHARE PRICE, PAYABLE IN CASH, EQUAL TO A PRO RATA PORTION OF THE TRUST ACCOUNT IN THE EVENT THE PROPOSED BUSINESS COMBINATION IS APPROVED AND COMPLETED OR THE COMPANY HAS NOT CONSUMMATED A BUSINESS COMBINATION BY THE EXPIRATION OF THE COMBINATION PERIOD (AS IT MAY BE EXTENDED).

Q.		A.
*Why should I vote “FOR” the Extension Fee Reduction Proposal?*		The Board believes that the approval of Proposal 1 will provide the Sponsor and/or its affiliates with more incentive to fund the Extensions that are required for the Company to complete an initial business combination. Accordingly, the Board believes that the approval of Proposal 1 is necessary for the Company to be able to consummate an initial business combination. Therefore, the Board has determined that it is in the best interests of our shareholders to approve Proposal 1 to incentivize the Sponsor and/or its affiliates to fund such Extensions for the Company to complete an initial business combination by or before June 20, 2026, which will provide our shareholders with the opportunity to participate in an initial business combination. The funding by the Sponsor of one or more Extensions will be required in order for us to have the opportunity to complete the initial business combination disclosed in our current filings with the SEC. Our Board recommends that you vote in favor of the Extension Fee Reduction Proposal.

Q,		A.
*Why is the Company proposing the Adjournment Proposal?*		To allow the Company more time to solicit additional proxies in favor of the Extension Fee Reduction Proposal, in the event the Company does not receive the requisite shareholder vote to approve the aforesaid Proposal.

Q.		A.
*Why should I vote “FOR” the Adjournment Proposal?*		If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that we need more time to approve the Extension Fee Reduction Proposal. If presented, our Board recommends that you vote in favor of the Adjournment Proposal.

Q.		A.
*How do the Company insiders intend to vote their shares?*		Our Sponsors, officers and directors beneficially own an aggregate of 1,963,000 ordinary shares, consisting of 1,725,000 Founder Shares and 238,000 Private Shares. Such shares represent approximately 23% of our issued and outstanding ordinary shares. We have been informed that they intend to vote their shares in favor of the Extension Fee Reduction Proposal and, if presented, the Adjournment Proposal. In addition, our Sponsors, directors, officers, advisors or any of their affiliates may purchase Public Shares in privately negotiated transactions or in the open market prior to the Extraordinary General Meeting. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions. Any such purchases that are completed after the record date for the Extraordinary General Meeting may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Fee Reduction Proposal and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the amount of funds retained in the Trust Account. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Fee Reduction Proposal and/or elected to redeem their shares for a portion of the Trust Account. Our Sponsors, directors, officers, advisors or any of their affiliates may also enter into transactions with investors and others to provide them with incentives to reverse any redemption requests. While the nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors of our securities for nominal value. We would file a Current Report on Form 8-K disclosing the material terms of any purchases or arrangements made by any of the Company’s directors, executive officers or their respective affiliates, such as the purchase price or incentives agreed to, the impact, if any, on the likelihood of approval of the Extension Fee Reduction Proposal and the identities or nature/type of the sellers of the shares if not purchased in the open market. However, any shares purchased by the foregoing individuals and entities would not be voted on the Extension Fee Reduction Proposal. There is no assurance that purchases will be able to be made in compliance with applicable securities laws and as a result, they may not be able to make any such purchases.

Q.		A.
*What vote is required to adopt the Extension Fee Reduction Proposal?*		The approval of the Extension Fee Reduction Proposal requires an ordinary resolution under the Articles, being a resolution passed by a simple majority of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Q.		A.
*What vote is required to approve the Adjournment Proposal?*		The approval of the Adjournment Proposal requires an ordinary resolution under the Articles, being a resolution passed by a simple majority of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Q.		A.
*What if I do not want to vote “FOR” the Extension Fee Reduction Amendment or the Adjournment Proposal?*		If you do not want the Extension Fee Reduction Proposal or the Adjournment Proposal to be approved, you must vote “AGAINST” such proposals. If you attend the Extraordinary General Meeting in person or by proxy, you may vote “AGAINST” any of the Proposals, and your ordinary shares will be counted for the purposes of determining whether the Proposals are approved. However, if you fail to attend the Extraordinary General Meeting in person or by proxy, or if you do attend the Extraordinary General Meeting in person or by proxy but you “ABSTAIN” or otherwise fail to vote at the Extraordinary General Meeting, your ordinary shares will not be counted for the purposes of determining whether the Extension Fee Reduction Proposal or the Adjournment Proposal is approved, and your ordinary shares which are not voted at the Extraordinary General Meeting will have no effect on the outcome of such vote. Broker “non-votes” and abstentions will count towards the quorum requirement for the Extraordinary General Meeting but will have no effect with respect to the approval of the Extension Fee Reduction Proposal (i.e., it will be treated as neither a vote “for” nor “against” any matter and will not be counted when calculating the votes cast). If the Extension Fee Reduction Proposal is approved, the Adjournment Proposal will not be presented for a vote.

Q.		A.
*What happens if the Extension Fee Reduction Proposal is not approved?*		If the Extension Fee Reduction Proposal is not approved, the ability to extend the time frame to consummate the initial business combination is contingent upon the Sponsor depositing the required amount of funds for each monthly extension ($0.033 per Public Share). If the Extension Fee Reduction Proposal is not approved and we do not consummate a business combination by September 20, 2025, as contemplated by our IPO prospectus and in accordance with our Amended Articles, 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 not released to us to pay our taxes (less up to $50,000 of interest to pay liquidation expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our Founder Shares and Private Shares will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and Private Shares.

Q.		A.
*If the Extension Fee Reduction Proposal is approved, what happens next?*		If the Extension Fee Reduction Proposal is approved, the Sponsor and/or its designee will be able to extend the Combination Period by depositing the Amended Extension Fee of the lesser of (i) $60,000 for all remaining Public Shares and (ii) $0.033 for each remaining Public Share into the Trust Account to extend the date which the Company must consummate its initial business combination. We will continue our efforts to complete our initial business combination with GFT until the expiration of the Combination Period (as it may be extended).

Q.		A.
*If I do not exercise my redemption rights now, would I still be able to exercise my redemption rights in connection with our proposed business combination?*		Yes. Unless you elect to redeem your shares at this time, you will be able to exercise redemption rights in respect of the proposed business combination with GFT or any other future initial business combination, subject to any limitations set forth in our Amended Articles.

Q.		A.
*How do I change my vote?*		If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Flag Ship’s Secretary or Advantage Proxy, our Proxy Solicitor, prior to the date of the Extraordinary General Meeting or by voting online at the Extraordinary General Meeting. Attendance at the Extraordinary General Meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to Flag Ship’s Secretary at 26 Broadway, Suite 934, New York, NY 10004, Attention – Secretary.

Q.		A.
*How are votes counted?*		Votes will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. The Extension Fee Reduction Proposal must be approved as an ordinary resolution, being a resolution passed by a simple majority of the votes cast by the shareholders who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Similarly, if presented, the Adjournment Proposal must also be approved as an ordinary resolution, being a resolution passed by a simple majority of the votes cast by the shareholders who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes for, or otherwise in connection with, the approval of Proposal 1 at the Extraordinary General Meeting. Accordingly, a shareholder’s failure to vote by proxy at the Extraordinary General Meeting means that such shareholder’s ordinary shares will not count towards the quorum requirement for the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting and will have no effect on the outcome of any vote on such proposals.

Q.		A.
*If my shares are held in “street name,” will my broker automatically vote them for me?*		No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. Please note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Extraordinary General Meeting and vote at the Extraordinary General Meeting, you must bring to the Extraordinary General Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

Q.		A.
*What is a quorum requirement?*		A quorum of our shareholders is necessary to hold a valid Extraordinary General Meeting. A quorum will be present at the Extraordinary General Meeting if the holders of a majority of the issued and outstanding ordinary shares are represented in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy. As of the record date for the Extraordinary General Meeting, the holders of at least 4,431,501 ordinary shares would be required to achieve a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement, but will not count as a vote cast at the Extraordinary General Meeting. In the absence of a quorum, the chairman of the meeting has power to adjourn the Extraordinary General Meeting.

Q.		A.
*Who can vote at the Extraordinary General Meeting?*		Only holders of record of our ordinary shares at the close of business on July 17, 2025, are entitled to have their vote counted at the Extraordinary General Meeting and any adjournment or postponement thereof. On this record date, 8,863,000 ordinary shares were outstanding and entitled to vote. Shareholder of Record / Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, Vstock Transfer LLC, then you are a shareholder of record. As a shareholder of record, you may vote at the Extraordinary General Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary General Meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

		Beneficial Owner / Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting which is being held in person. However, since you are not the shareholder of record, you may not vote your shares at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent.

Q.		A.
*What interests do the Company’s Sponsors, directors and officers have in the approval of the proposals?*		Our Sponsors, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership, including indirect ownership, of Founder Shares and Private Shares and the possibility of future compensatory arrangements.

Q.		A.
*Do I have appraisal or dissenters’ rights if I object to the Proposals?*		Our shareholders do not have appraisal or dissenters’ rights in connection with the Extension Fee Reduction Proposal under Cayman Islands law.

Q.		A.
*What do I need to do now?*		We urge you to read carefully and consider the information contained in this Proxy Statement, and to consider how the proposals will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card.

Q.		A.
*How do I vote?*		If you are a holder of record of our ordinary shares, you may vote in person at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Extraordinary General Meeting and vote at the meeting if you have already voted by proxy. Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend.

		Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting the web address on the proxy card and entering the voter control number included on your proxy card. If your ordinary shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent.

Q.		A.
*How do I redeem my ordinary shares?*		Each of our Public Shareholders who (i) holds Public Shares or (ii) holds Public Shares as part of Units and elects to separate such Units into the underlying Public Shares and Public Rights prior to exercising its redemption rights with respect to the ordinary shares may submit an election that, if the Extension is implemented, such Public Shareholder elects to redeem all or a portion of his ordinary shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (which interest shall be net of taxes paid or payable), divided by the number of then outstanding Public Shares. You will also be able to redeem your Public Shares in connection with any initial business combination if and when one is proposed, or if we have not consummated a business combination by the expiration of the Combination Period (as it may be extended) or the Company liquidates prior thereto, as applicable. Holders of Units must elect to separate the underlying ordinary shares and Public Rights prior to exercising redemption rights with respect to the ordinary shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying ordinary shares and Public Rights, or if a holder holds Units registered in its, his or her own name, the holder must contact Vstock directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the Units into the underlying ordinary shares and Public Rights in order to exercise redemption rights with respect to the ordinary shares, so you should contact your broker, bank or other nominee or intermediary. In order to tender your ordinary shares for redemption, you must elect either to physically tender your share certificates to Vstock Transfer LLC, the Company’s transfer agent, at Vstock Transfer LLC, at 18 Lafayette Place, Woodmere, New York 11598, or to deliver your shares to the transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in which you hold your shares. You should tender your ordinary shares in the manner described above prior to 5:00 p.m. Eastern Time on [***], 2025, two business days before the Extraordinary General Meeting).

Q.		A.
*What should I do if I receive more than one set of voting materials?*		You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q.		A.
*Who is paying for this proxy solicitation?*		We will pay for the entire cost of soliciting proxies. We have engaged the Proxy Solicitor to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay our Proxy Solicitor a fee of $8,500. We will also reimburse Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Q.		A.
*Who can help answer my questions?*		If you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor: Advantage Proxy, Inc. P.O. Box 10904 Yakima, WA 98909 Toll Free Telephone: (877) 870-8565 Main Telephone: (206) 870-8565 If you have questions regarding the certification of your position or delivery of your ordinary shares, please contact: Vstock Transfer, LLC 18 Lafayette Place, Woodmere New York 11598 E-mail: [] You may also obtain additional information about us from documents we file with the U.S. Securities and Exchange Commission (the “SEC”) by following the instructions in the section entitled “Where You Can Find More Information*.”

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Proxy Statement may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Proxy Statement may include, for example, statements about:

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our ability to complete our initial business combination;

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our expectations around the performance of the prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

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our potential ability to obtain additional financing to complete our initial business combination;

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our public securities’ potential liquidity and trading;

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the lack of a market for our securities;

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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the trust account possibly being subject to claims of third parties; or

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our financial performance.

The forward-looking statements contained in this Proxy Statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described below, as well as under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2025, and in other reports the Company files with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

RISK FACTORS

You should consider carefully all of the risks described below as well as in our Annual Report on Form 10-K filed with the SEC on March 4, 2025, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation. We also face risks and uncertainties with respect to our proposed business combination with GFT, which are set forth in the proxy statement relating to the proposed business combination.

Risks related to Potential Application of the Investment Company Act

As previously indicated, the Company completed its initial public offering in June 2024 and has operated as a blank check company searching for a target business with which to consummate an initial business combination since such time. Due to the length of time that we have been searching for a business combination, it is possible that a claim could be made that we have been operating as an unregistered investment company. It is also possible that the investment of funds from the IPO during our life as a blank check company, and the earning and use of interest from such investment, could increase the likelihood of us being found to have been operating as an unregistered investment company more than if we sought to potentially mitigate this risk by holding such funds as cash from the outset of our IPO. If the Company was deemed to be an investment company for purposes of the Investment Company Act and found to have been operating as an unregistered investment company, it could cause the Company to liquidate. If we are forced to liquidate, investors in the Company would not be able to participate in any benefits of owning stock in an operating business, including the potential appreciation of our stock following such a transaction and our rights would expire worthless.

Risks related to Conflicts of Interest

Our Sponsors, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of Founder Shares and Private Shares that may become exercisable in the future and the possibility of future compensatory arrangements. See the section below titled “The Extraordinary General Meeting – Interests of our Sponsors, Directors and Officers” for further information relating to such interests.

BACKGROUND

The registration statement for our initial public offering was declared effective by the Securities and Exchange Commission on June 17, 2024. We completed our initial public offering on June 20, 2024. In our initial public offering, we sold units at an offering price of $10.00 and consisting of one ordinary share, one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination.

In connection with our initial public offering, we sold 6,900,000 units, generating gross proceeds of $69,000,000. Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement by and between the Company and our sponsor, Whale Management Corporation, a British Virgin Islands company, the Company completed the private sale of an aggregate of 238,000 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,380,000. The Private Placement Units are identical to the Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Units (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. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

As of the record date, there was approximately $72,281,179.39 in the Trust Account.

On the record date of the Extraordinary General Meeting, there were 8,863,000 ordinary shares outstanding. Our Sponsors, officers and directors beneficially own an aggregate of 1,963,000 ordinary shares, consisting of 1,725,000 Founder Shares and 238,000 Private Shares. Such shares represent approximately 23% of our issued and outstanding ordinary shares. The Founder Shares and Private Shares carry voting rights in connection with the Extension Fee Reduction Proposal, and we have been informed by our Sponsors that hold such shares that they intend to vote in favor of the Extension Amendment.

On April 18, 2025, Flag Ship 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 (“GFT”) 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 replaces and supersedes the GRT Merger Agreement described above. Pursuant to the GFT Merger Agreement, among other things, Flag Ship will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GFT. At the effective time of the merger, (i) each of the Flag Ship ordinary shares issued and outstanding immediately prior to the effective time of the Merger, excluding the Excluded Shares and Dissenting Shares (as defined in the GFT Merger Agreement), if any, will be automatically cancelled, extinguished and exchanged for the right to receive, immediately upon consummation the Merger, one (1) Class A ordinary share of GFT (such shares of GFT, collectively, the “GFT Class A Ordinary Shares”) for each such Flag Ship ordinary share (the “Per Share Merger Consideration”); and (ii) each right to receive one-tenth (1/10th) of a Flag Ship ordinary share at the consummation of a business combination of Flag Ship (a “Flag Ship 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, GFT 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 Flag Ship ordinary shares that the holder of the cancelled Flag Ship Right would have been entitled to receive assuming satisfaction of the terms and conditions of such Flag Ship Right.

Our principal executive offices are located at 26 Broadway, Suite 934, New York, NY 10004 and our telephone number is (646) 362-0256.

PROPOSAL 1 - THE EXTENSION FEE REDUCTION PROPOSAL

Flag Ship is proposing to approve the Extension Fee Reduction Proposal to provide it and the Sponsor with the incentive to pay the necessary extension payments to extend the time period to consummate its initial business combination past September 20, 2025. Accordingly, the Board believes that this Proposal 1 is necessary in order to be able to consummate an initial business combination.

The Amended Articles provide that we have 12 months from June 20, 2024 (the closing of our IPO), or 15 months from the closing of the IPO, if we have entered into a business combination agreement within 12 months from the closing of the IPO to consummate our initial business combination (as may be extended, the “Combination Period”). As we have entered into the GFT Merger Agreement on April 18, 2025, our initial Combination Period is through September 20, 2025. However, if we anticipate that we may not be able to consummate our initial business combination within initial Combination Period, we may, by resolution of the Board if requested by the 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 Sponsor and/or its designee depositing additional funds into the Trust Account established pursuant to the Trust Agreement by and among the Company, Wilmington Trust, National Association as the Trustee and VStock Transfer, LLC as the Transfer Agent.

Through this Extension Fee Reduction Proposal, Flag Ship is proposing that its shareholders amend the Monthly Extension Fee payable by our 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 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, for each monthly extension.

To extend the Combination Period, the first Monthly Extension Fee must be made by September 20, 2025, while each subsequent Monthly Extension Fees must be deposited into the Trust Account by the 20^th of each succeeding month until June 20, 2026. If Proposal 1 is approved, to effectuate each Monthly Extension, the Sponsor and/or its designee will deposit the Amended Monthly Extension Fee, equal to the lesser of (i) $60,000 for all remaining Public Shares and (ii) $0.033 for each remaining Public Share into the Trust Account. If the Extension Fee Reduction Proposal is not approved, the ability to extend the Combination Period is contingent upon the Sponsor depositing the required amount of funds for each monthly extension ($0.033 per Public Share).

The Board’s Reasons for the Extension Fee Reduction Proposal

Under the Extension Fee Reduction Proposal, the Company is seeking the approval of its shareholders to reduce the amount it must deposit into the Trust Account to be equal to the lesser of (i) $60,000 for all remaining Public Shares and (ii) $0.033 for each remaining Public Share. The Board believes that the approval of Proposal 1 will provide the Sponsor with an incentive to make the extension payments necessary to extend the Combination Period past September 20, 2025, which is the initial deadline to consummate a qualifying business combination as set forth in our Amended Articles. Accordingly, the Board believes that Proposal 1 is necessary in order to be able to consummate an initial business combination. Therefore, the Board has determined that it is in the best interests of our shareholders to approve Proposal 1 to incentivize the Sponsor to fund such Monthly Extension Fees as may be required for us to complete an initial business combination by or before June 20, 2026, which will provide our shareholders with the opportunity to participate in an initial business combination. The funding by the Sponsor of one or more Monthly Extensions will be required in order for us to have the opportunity to complete the initial business combination disclosed in our current filings with the SEC.

As discussed above, after careful consideration of all relevant factors, the Board has determined that the Extension Fee Reduction Proposal is fair to, and in the best interests of, Flag Ship and its shareholders. The Board has approved and declared advisable adoption of the Extension Fee Reduction Proposal and recommends that you vote “FOR” such adoption.

Interests of our Sponsors, Directors and Officers

When you consider the recommendation of our Board, you should keep in mind that our Sponsors, directors and officers have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, the interests listed below:

	●	The fact that the Sponsor holds 1,725,000 founder shares and 238,000 Private Units that would expire worthless if a business combination is not consummated. The founder shares had an aggregate market value of approximately $[•] based on the closing price for the Company’s Public Shares of $[•] on the Record Date and the Private Units had an aggregate market value (assuming they have the same value per Unit as the Public Units) of $[•] based on the closing price for the Public Units of $[•] on the Record Date;

	●	Even if the trading price of our ordinary shares lost substantial value prior to the consummation of a business combination, due to the low amount of the initial investment in the Company made by the Sponsor, if an initial business combination is completed, the initial shareholders are likely to be able to make a substantial profit on their investment in us even if the ordinary shares has lost significant value. On the other hand, if the Extension Fee Reduction Proposal is not approved and the Company liquidates without completing its initial business combination before September 20, 2025, the initial stockholders will lose their entire investment in us;

	●	All rights specified in the Articles relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the Extension Proposal is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions.

	●	The Company’s officers, directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on the Company’s behalf, such as identifying and investigating possible business targets and business combinations. If the Extension Proposal is not approved and a business combination is not consummated, these out-of-pocket expenses will not be repaid unless there are funds available outside of the trust account.

●

If the Trust Account is liquidated, including in the event we are unable to complete a business combination within the required time period, the Sponsors have agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $[*] per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $[*] per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

Additionally, if the Extension Fee Reduction Proposal is approved and the Extension is implemented and the Company consummates the business combination with GFT, the officers and directors may have additional interests that are described in the proxy statement for such transaction.

If the Extension Fee Reduction Proposal is Not Approved

The Company is seeking the approval of its shareholders in order to implement the Extension Fee Reduction Proposal. Approval of the Extension Fee Reduction Proposal in required for the implementation of the Board’s plan to increase the likelihood that the Company will be able to extend the date by which it must complete an initial business combination. Therefore, the Board will abandon and not implement the Extension Fee Reduction Proposal unless our shareholders approve the Extension Fee Reduction Proposal.

If the Extension Fee Reduction Proposal is not approved, the ability of the Company to extend the time frame of the Combination Period will be contingent upon the Sponsor depositing the currently required amount of funds for each monthly extension ($0.033 per Public Share). If the Extension Fee Reduction Proposal is not approved and the Sponsor does not agree to implement any additional Monthly Extensions, the Company 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, and subject to having lawfully available funds therefor, 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 on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then 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 the Board, dissolve and liquidate, subject in each case to our obligations under applicable law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless in the event the Company winds up.

The Sponsor, officers and directors have waived their rights to liquidating distributions from the Trust Account with respect to their founder shares and private shares if we fail to complete our initial business combination prior to the end of the Combination Period. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account. If such funds are insufficient, to the extent that there is any interest accrued in the Trust Account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $60,000 of such accrued interest to pay those costs and expenses.

If the Extension Fee Reduction Proposal is Approved

If the Extension Fee Reduction Proposal is approved, the Company’s Sponsor would be incentivized to fund additional extensions of the time period within which the Company must complete its initial business combination. Under the Extension Fee Reduction Proposal, in order for the Company to effectuate one or more Monthly Extensions after September 20, 2025, the Sponsor and/or its designee would deposit into the Trust Account the Amended Monthly Extension Fee equal to the lesser of (i) $60,000 for all remaining Public Shares and (ii) $0.033 for each remaining Public Share for each monthly period until June 20, 2026. The Company will then continue to work to consummate its initial business combination.

You are not being asked to vote on a business combination at this time. If the Extension Fee Reduction Proposal is approved and you do not elect to redeem your Public Shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders (provided that you are a shareholder on the Record Date for a meeting to consider a business combination) and the right to redeem your Public Shares for a pro rata portion of the Trust Account in the event such business combination is approved and completed or the Company has not consummated a business combination by the end of the Combination Period.

If the Extension Fee Reduction Proposal is approved and implemented, the removal of the funds from the Trust Account in connection with the election to redeem the Public Shares (the “Election”) will reduce the amount held in the Trust Account following the Election. The Company cannot predict the amount that will remain in the Trust Account after such withdrawal if the Extension Fee Reduction Proposal is approved and the amount remaining in the Trust Account may be only a fraction of the amount of $72,281,179.39 (including interest but less the funds used to pay taxes) that was in the Trust Account as of the Record Date. In such event, the Company may require additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

Redemption Rights

Each of our Public Shareholders who (a) holds Public Shares or (b) holds Public Shares as part of Public Units and elect to separate such Public Units into the underlying Public Shares and Public Rights prior to exercising redemption rights with respect to the Public Shares may submit an election that such Public Shareholder elects to redeem all or a portion of their 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 (which interest shall be net of taxes paid or payable), divided by the number of then outstanding Public Shares.

If the Extension Fee Reduction Proposal is approved, the Company will provide the Public Shareholders making the Election, the opportunity to receive, at the time the Extension Fee Reduction Proposal becomes effective, and in exchange for the surrender of their shares, a pro rata portion of the funds available in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, less any income taxes owed on such funds but not yet paid. Flag Ship has provided that all holders of Public Shares, whether they vote for or against the Extension Fee Reduction Proposal, or whether they were holders of Flag Ship ordinary shares on the Record Date or acquired such shares after such date, may elect to redeem their Public Shares into their pro rata portion of the Trust Account and, provided that the Extension Fee Reduction Proposal is approved, should receive the funds shortly after the Extraordinary General Meeting. You will also be able to redeem your Public Shares in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business combination prior to the expiration of the Combination Period (as it may be extended).

TO DEMAND REDEMPTION, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME ON ___________, 2025 (TWO BUSINESS DAYS BEFORE THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING). YOU WILL ONLY BE ENTITLED TO RECEIVE CASH IN CONNECTION WITH A REDEMPTION OF THESE SHARES IF YOU CONTINUE TO HOLD THEM UNTIL THE EFFECTIVE DATE OF THE EXTENSION FEE REDUCTION PROPOSAL AND ELECTION.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to VStock Transfer, LLC, the Company’s Transfer Agent, at 18 Lafayette Place, Woodmere, New York 11598, at least two (2) business days prior to the vote for the Extension Fee Reduction Proposal or to deliver your shares to the Transfer Agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to the vote at the Extraordinary General Meeting ensures that a redeeming holder’s Election is irrevocable once the Extension Fee Reduction Proposal are approved. In furtherance of such irrevocable Election, shareholders making the Election will not be able to tender their shares after the vote at the Extraordinary General Meeting.

Holders of Units must elect to separate the underlying Public Shares and Public Rights prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Rights, or if a holder holds Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Extension Fee Reduction Proposal and regardless of whether they hold Public Shares on the Record Date.

Through the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the Transfer Agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s Transfer Agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two (2) weeks to obtain physical certificates from the Transfer Agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two (2) weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote for the Extension Fee Reduction Proposal will not be redeemed for a pro rata portion of the funds held in the Trust Account. In the event that a Public Shareholder tenders such holder’s shares and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our Transfer Agent and decide prior to the vote at the Extraordinary General Meeting not to redeem your shares, you may request that our Transfer Agent return the shares (physically or electronically). You may make such request by contacting our Transfer Agent at the address listed above. In the event that a Public Shareholder tenders shares and the Extension Fee Reduction Proposal is not approved or is abandoned, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Fee Reduction Proposal will not be approved or will be abandoned. The Company anticipates that a Public Shareholder who tenders shares for redemption in connection with the vote to approve the Extension Fee Reduction Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Fee Reduction Proposal. The Transfer Agent will hold the certificates of Public Shareholders that make the Election until such shares are redeemed for cash or returned to such shareholders.

If properly demanded, the Company will redeem each Public Share for a pro rata portion of the funds available in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, less any income taxes owed on such funds but not yet paid, calculated as of two (2) business days prior to the Extraordinary General Meeting. Based on the amount in the Trust Account as of the Record Date of $72,281,179.39, this would amount to approximately $[●] per share. The closing price of the Public Shares on the Nasdaq on the Record Date was $[●]. Accordingly, if the market price were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a Public Shareholder receiving approximately $[●] more per share than if such shareholder sold the Public Shares in the open market. The Company cannot assure Public Shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own such shares. You will be entitled to receive cash for such shares only if you properly demand redemption and tender your share certificate(s) to the Company’s Transfer Agent at least two (2) business days prior to the Extraordinary General Meeting. If the Extension Fee Reduction Proposal is not approved or if they are abandoned, such shares will be returned promptly following the Extraordinary General Meeting as described above.

The Company’s directors, executive officers, its Sponsor, and their respective affiliates have waived their redemption rights with respect to the Extension Fee Reduction Proposal and accordingly are not entitled to redeem the founder shares or ordinary shares underlying the Private Placement Units. In addition, Flag Ship’s directors, executive officers and their affiliates may choose to buy Units or ordinary shares of Flag Ship in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Fee Reduction Proposal and elected to redeem their shares for a portion of the Trust Account. Any shares of Flag Ship held by the Sponsor and its affiliates will be voted in favor of the Extension Fee Reduction Proposal.

Full Text of the Resolution

The resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Extension Fee Reduction Proposal is as follows:

“RESOLVED, as an ordinary resolution that, in the event that the Company wishes to extend the period of time to consummate a business combination, then for each one-month extension period implemented after the date of this Extraordinary General Meeting, the Sponsor (and/or a designee of the Sponsor) shall deposit an amount equal to the lesser of (i) $60,000 for all remaining Public Shares and (ii) $0.033 for each remaining Public Share into the Trust Account established with the Company’s IPO (the “Trust Account”) on or before the 20^th calendar day of each month until June 20, 2026 or such later date as may be approved by the Company’s shareholders, be confirmed, adopted, approved and ratified in all respects.”

Required Vote

Approval of the Extension Fee Reduction Proposal requires the affirmative vote of a majority of the Company’s ordinary shares issued and outstanding and entitled to vote and which are present (in person or by proxy) at the Extraordinary General Meeting and which voted on the Extension Fee Reduction Proposal. Abstentions, which are not votes cast, will have no effect with respect to approval of this Proposal.

All of Flag Ship’s directors, executive officers and their affiliates are expected to vote any shares owned by them in favor of the Extension Fee Reduction Proposal. On the Record Date, the Sponsor and the directors and executive officers of Flag Ship and their affiliates beneficially owned and were entitled to vote 1,963,000 ordinary shares of Flag Ship representing approximately 23% of Flag Ship’s issued and outstanding ordinary shares. As the Extension Fee Reduction Proposal is not a “routine” matter, brokers will not be permitted to exercise discretionary voting on this proposal.

Recommendation of the Board

The Board recommends that you vote “FOR” the Extension Fee Reduction Proposal.

PROPOSAL 2 - THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Extraordinary General Meeting to a later date or dates if necessary to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Fee Reduction Proposal (Proposal 1).

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event that we need additional time to consummate the Extension.

Full Text of the Resolution

“RESOLVED, as an ordinary resolution, that, in the event that it is determined that additional time is necessary to permit the further solicitation and vote of proxies if there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Fee Reduction Proposal (Proposal 1), the adjournment of such meeting in accordance with the Articles of Association of the Company and Cayman Islands law is hereby approved.”

Vote Required for Approval

The approval of the Adjournment Proposal requires a resolution passed by a simple majority of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Accordingly, a shareholder’s failure to vote by proxy or vote in person online on the Adjournment Proposal means that such shareholder’s shares will not count towards the quorum requirement for the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Recommendation of the Board

IF PRESENTED, OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE

“FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

THE EXTRAORDINARY GENERAL MEETING

Date, Time and Place. The Extraordinary General Meeting of our shareholders will be held at 10:00 a.m. Eastern Time, on [*], 2025, at 45 Broadway, 17^th Floor, New York, NY 10006, or at such other time, on such other date and at such other place at which the meeting may be adjourned or postponed.

Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting, if you owned the ordinary shares at the close of business on [*], the record date for the Extraordinary General Meeting. You will have one vote per proposal for each ordinary share you owned at that time. The rights do not carry voting rights.

On the record date of the Extraordinary General Meeting, there were 8,863,000 ordinary shares outstanding, consisting of 1,725,000 Founder Shares and 238,000 Private Shares. Such shares represent approximately 23% of our issued and outstanding ordinary shares. The Founder Shares and Private Shares carry voting rights in connection with the Extension Fee Reduction Proposal, and we have been informed by our Sponsors that hold such shares that they intend to vote in favor of the Extension Fee Reduction Proposal.

If you do not want the Extension Fee Reduction Proposal to be approved, you must vote “AGAINST” the proposal. If the Extension Fee Reduction Proposal is approved and you want to obtain your pro rata portion of the Trust Account, you must timely demand redemption of your shares, which shall be at least two (2) business days prior to the Extraordinary General Meeting. You will still be entitled to make the Election if you vote against, abstain or do not vote on the Extension Proposal.

Voting Your Shares — Shareholders of Record

If you are shareholder of record, you may vote by mail or over the Internet. Your one or more proxy cards show the number of Ordinary Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board recommends voting “FOR” the Extension Fee Reduction Proposal and “FOR” the Adjournment Proposal.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting the web address on the proxy card and entering the voter control number included on your proxy card.

You can also vote your shares in person by attending the Extraordinary Meeting and voting in person.

Voting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from Flag Ship. Simply complete and mail the proxy card or voting information form to ensure that your vote is counted. You also may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card or voting information form in the self-addressed, postage-paid envelope provided. Shareholders who hold their shares in “street name” must either direct the record holder of their shares to vote their share or obtain a legal proxy from the record holder to vote their shares at the Extraordinary General Meeting. To vote yourself at the Extraordinary General Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

Revocability of Proxies. Any proxy may be revoked by the person giving it at any time before the polls close at the Extraordinary General Meeting. A proxy may be revoked by filing with the Corporate Secretary, at Flag Ship Acquisition Corporation, 26 Broadway, Suite 934, New York, NY 10004, either a written notice of revocation bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the Extraordinary General Meeting and voting in person. Simply attending the Extraordinary General Meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

Other Business. The Company is not currently aware of any business to be acted upon at the Extraordinary General Meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Extraordinary General Meeting and with respect to any other matters which may properly come before the Extraordinary General Meeting. If other matters do properly come before the Extraordinary General Meeting, or at any adjournment(s) of the Extraordinary General Meeting, the Company expects that the ordinary shares represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of the Board.

Proxies; Board Solicitation; Proxy Solicitor. Your proxy is being solicited by our Board on the proposal to approve the Extension Fee Reduction Proposal and Adjournment Proposal being presented to shareholders at the Extraordinary General Meeting. We have engaged the Proxy Solicitor to assist in the solicitation of proxies for the Extraordinary General Meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares at the Extraordinary General Meeting if you are a holder of record of the ordinary shares. You may contact Proxy Solicitor at:

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Toll Free Telephone: (877) 870-8565

Main Telephone: (206) 870-8565

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR

SHAREHOLDERS EXERCISING REDEMPTION RIGHTS

The following discussion is a summary of certain United States federal income tax considerations generally applicable to U.S. Holders (as defined below) and Non-U.S. Holders (as defined below) that elect to have their Public Shares redeemed for cash if the Extension Fee Reduction Proposal is approved. This discussion assumes that the Public Shares and Public Rights are treated as separate instruments for U.S. federal income tax purposes. Accordingly, the separation of units into the Public Shares and Public Rights underlying the units generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the U.S. Internal Revenue Service (“IRS”) would not assert, or that a court would not sustain, a contrary position. Holders of units are urged to consult their tax advisors concerning the U.S. federal, state, local and non-U.S. tax consequences of the transactions contemplated by the Extension Amendment (including any redemption of the Public Shares in connection therewith) with respect to any Public Shares held through the units (including alternative characterizations of the units).

This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the IRS, and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as estate or gift taxes, the alternative minimum tax, nor does it address any aspects of U.S. state or local or non-U.S. taxation.

This summary does not discuss all aspects of United States federal income taxation that may be relevant to particular investors in light of their individual circumstances, such as investors subject to special tax rules including:

	●	Our initial shareholders;

	●	banks, financial institutions, or financial services entities;

	●	broker-dealers;

	●	taxpayers that are subject to the mark-to-market accounting rules;

	●	tax-exempt entities;

	●	S-corporations;

	●	Governments or agencies or instrumentalities thereof;

	●	Insurance companies;

	●	Regulated investment companies;

	●	Real estate investment trusts;

	●	Expatriates or former long-term residents of the United States;

	●	Persons that actually or constructively own five percent or more of our shares;

	●	Persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services;

	●	persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or

	●	U.S. Holders (as defined below) whose functional currency is not the U.S. dollar.

In addition, this discussion is limited to investors who or that hold our securities as capital assets for U.S. federal income tax purposes (generally, property held for investment) under the Code.

This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partner and the partnership. Partnerships holding our securities and partners in such partnerships should consult their own tax advisors.

We have not sought, and do not intend to seek, any rulings from the IRS regarding the exercise of redemption rights. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

WE URGE HOLDERS OF OUR PUBLIC SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations for U.S. Holders

This section is addressed to U.S. Holders (as defined below) of our Public Shares that elect to have their shares of the Company redeemed for cash if the Extension is implemented (a “Redeeming U.S. Holder”).

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our securities who or that is, for U.S. federal income tax purposes:

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an individual who is a United States citizen or resident of the United States as determined for United States federal income tax purposes;

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a corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

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a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.

Redemption of Shares

The balance of the discussion under this heading is subject in its entirety to the discussion below under the heading “Passive Foreign Investment Company Rules.” If we are considered a “passive foreign investment company” for United States federal income tax purposes (which we are likely to be, unless a “start-up” exception applies), then the tax consequences of the redemption will be as described in that discussion.

Subject to the preceding, the U.S. federal income tax consequences to a Redeeming U.S. Holder of Public Shares who or that exercises their redemption rights will depend on whether the redemption qualifies as a sale or exchange of the Public Shares under Section 302 of the Code. A Redeeming U.S. Holder will generally be considered to have sold or exchanged its shares in a taxable transaction and recognize capital gain or loss equal to the difference between the amount realized on the redemption and such shareholder’s adjusted basis in the shares exchanged if the Redeeming U.S. Holder’s ownership of shares is completely terminated or if the redemption meets certain other tests described below. Special constructive ownership rules apply in determining whether a Redeeming U.S. Holder’s ownership of shares is treated as completely terminated (and in general, such Redeeming U.S. Holder may not be considered to have completely terminated its interest if it continues to hold our rights). A Redeeming U.S. Holder’s adjusted tax basis in its Public Shares generally will equal the Redeeming U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a public share or the Redeeming U.S. Holder’s initial basis for Public Shares received upon exercise of a whole warrant) less any prior distributions treated as a return of capital.

Such gain or loss will be long-term capital gain or loss if the holding period of such shares is more than one year at the time of the exchange. It is possible that because of the redemption rights associated with our shares, the holding period of such shares may not be considered to begin until the date of such redemption (and thus it is possible that long-term capital gain or loss treatment may not apply to shares redeemed in the redemption). Shareholders who hold different blocks of shares (generally, shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

The redemption of Public Shares generally will be treated as a sale or exchange of the Public Shares (rather than as a corporate distribution) if, within the meaning of Section 302 of the Code, such redemption (i) is “substantially disproportionate” with respect to the Redeeming U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. In determining whether the redemption is substantially disproportionate or not essentially equivalent to a dividend with respect to a Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed to own not just shares actually owned but also any shares such U.S. Holder has a right to acquire by exercise of an option, (which generally would include shares which could be acquired upon the automatic conversion of the rights), and in some cases, shares owned by certain family members, certain estates and trusts of which the Redeeming U.S. Holder is a beneficiary, and certain affiliated entities.

Generally, the redemption will be “substantially disproportionate” with respect to the Redeeming U.S. Holder if (i) the Redeeming U.S. Holder’s percentage ownership of the outstanding voting shares (including all classes which carry voting rights) of the Company is reduced immediately after the redemption to less than 80% of the Redeeming U.S. Holder’s percentage interest in such shares immediately before the redemption; (ii) the Redeeming U.S. Holder’s percentage ownership of the outstanding shares (both voting and nonvoting) immediately after the redemption is reduced to less than 80% of such percentage ownership immediately before the redemption; and (iii) the Redeeming U.S. Holder owns, immediately after the redemption, less than 50% of the total combined voting power of all classes of shares of the Company entitled to vote. Whether the redemption will be considered “not essentially equivalent to a dividend” with respect to a Redeeming U.S. Holder will depend upon the particular circumstances of that U.S. Holder. At a minimum, however, the redemption must result in a meaningful reduction in the Redeeming U.S. Holder’s actual or constructive percentage ownership of the Company. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the redemption tests described above are satisfied, the redemption will be treated as a distribution with respect to the shares, in which case the Redeeming U.S. Holder will be treated as receiving a corporate distribution under Section 301 of the Code. If the redemption is treated as a corporate distribution under Section 301 of the Code, such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends paid to a non-corporate Redeeming U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. However, it is unclear whether the redemption rights with respect to the Public Shares described in this proxy statement may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the preferential tax rate on qualified dividend income.

Any distribution in excess of our current and accumulated earnings and profits will constitute a non-taxable return of capital that will be applied against and reduce (but not below zero) the Redeeming U.S. Holder’s adjusted tax basis in such Redeeming U.S. Holder’s shares remaining Public Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of such Redeeming U.S. Holder’s Public Shares. After the application of those rules, any remaining tax basis of the Redeeming U.S. Holder in the redeemed Public Shares will be added to the Redeeming U.S. Holder’s adjusted tax basis in its remaining Public Shares, or, if it has none, to the Redeeming U.S. Holder’s adjusted tax basis in the rights or possibly in other shares constructively owned by it.

As these rules are complex, U.S. Holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption will be treated as a sale or as a distribution under the Code.

Certain Redeeming U.S. Holders who are individuals, estates or trusts are subject to a 3.8% tax on all or a portion of their “net investment income” or “undistributed net investment income” (as applicable), which may include all or a portion of their capital gain or dividend income from their redemption of shares. Redeeming U.S. Holders should consult their tax advisors regarding the effect, if any, of the net investment income tax.

Passive Foreign Investment Company Rules

A non-U.S. corporation (i.e. a Cayman Islands company) will be a passive foreign investment company (or “PFIC”) for U.S. tax purposes if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because we are a blank check company, with no current active business, we believe that it is likely that we have met the PFIC asset or income test beginning with our initial taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. The actual PFIC status of the Company for its current taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year. If we do not satisfy the start-up exception, we will likely be considered a PFIC since our date of formation, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. Holder who held our securities at any time that we were considered to be a PFIC).

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares or rights and, in the case of our shares, the Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark-to-market” election, in each case as described below, such holder generally will be subject to special rules with respect to:

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any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares or rights (which would include the redemption, if such redemption is treated as a sale under the rules discussed above, under the heading “Redemption of Shares”); and

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any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the extent such redemption is treated as a distribution under the rules discussed above.

Under these special rules:

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any gain or “excess distribution” will be allocated ratably over the Redeeming U.S. Holder’s holding period for the shares or rights;

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the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;

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the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and

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An additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the Redeeming U.S. Holder.

In general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares (but not our rights) by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

A Redeeming U.S. Holder may not make a QEF election with respect to its rights to acquire our shares. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such rights (other than upon exercise of such rights), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held the rights. If a Redeeming U.S. Holder that exercises such rights properly makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the rights), unless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares acquired upon the exercise of the rights for purposes of the PFIC rules.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made with respect to our rights. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

In order to comply with the requirements of a QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.

If a Redeeming U.S. Holder has made a QEF election with respect to our shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.

Although a determination as to our PFIC status will be made annually, a determination that we are a PFIC for any particular year generally will apply for subsequent years to a Redeeming U.S. Holder who held shares or rights while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our shares and receives the requisite PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of ours that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.

Alternatively, if a Redeeming U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the Redeeming U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the Redeeming U.S. Holder makes a valid mark-to-market election for the first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S. Holder holds (or is deemed to hold) shares and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its shares. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value of its shares at the end of its taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to our rights.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the New York Stock Exchange, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.

The application of the PFIC rules is extremely complex. Shareholders who are considering participating in the redemption and/or selling, transferring or otherwise disposing of their shares, and/or rights should consult with their tax advisors concerning the application of the PFIC rules in their particular circumstances.

U.S. Federal Income Tax Considerations to Non-U.S. Holders

This section is addressed to Non-U.S. Holders of our shares that elect to have their shares of the Company redeemed for cash (“Redeeming Non-U.S. Holders”). For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems its shares of the Company and is not a U.S. Holder.

Any Redeeming Non-U.S. Holder will not be subject to U.S. federal income tax on any capital gain recognized as a result of the exchange unless:

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such shareholder is an individual who is present in the United States for 183 days or more during the taxable year in which the redemption takes place and certain other conditions are met; or

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such shareholder is engaged in a trade or business within the United States and any gain recognized in the exchange is treated as effectively connected with such trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent establishment maintained by such holder in the United States), in which case the Redeeming Non-U.S. Holder will generally be subject to the same treatment as a Redeeming U.S. Holder with respect to the exchange, and a corporate Redeeming Non-U.S. Holder may be subject to an additional branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty).

With respect to any redemption treated as a dividend rather than a sale, such dividend will not be subject to United States federal income tax, unless the dividends are effectively connected with the Redeeming Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains in the United States). Dividends that are effectively connected with the Redeeming Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to United States federal income tax at the same regular United States federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Redeeming Non-U.S. Holder that is a corporation for United States federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.

Information Reporting and Backup Withholding

Dividend payments with respect to our shares and proceeds from the sale, exchange or redemption of our shares may be subject to information reporting to the IRS and possible United States backup withholding. However, backup withholding will not apply to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Redeeming Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s United States federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with any redemption of your Public Shares.

MANAGEMENT

Our current directors and executive officers are as follows:

Name	Age	Title
Matthew Chen	52	Chairman and Chief Executive Officer
Luhuan Zhong	35	Chief Financial Officer
Shan Cui	51	Director
Pai Liu	38	Director
Wen He	58	Director

Matthew Chen. Mr. Chen age 52, has served as a director and our Chief Executive Officer and Chairman since February 2021. Mr. Chen has served as the Managing Director of Darong Hechuang (Guangdong) International Investment Corp. since May 2022. Mr. Chen served as Chairman and Chief Executive Officer of Longevity Acquisition Corporation, which is a SPAC entity, from June 2018 to October 2020 and subsequently as Chief Financial Officer of Longevity Acquisition Corporation from October 2020 to March 2021. From January 2018 to July 2021, Mr. Chen served as Vice President of XiaoMingTaiJi Anime Limited Co., where Mr. Chen is mainly responsible for equity investment, acquisitions and corporate financing. From 2011 to January 2018, Mr. Chen served as the global head of the credit derivative market making platform at JP Morgan’s London branch. From 2008 to 2011, Mr. Chen served as the Asia credit derivative risk analysis manager at JP Morgan’s Hong Kong branch. From 2005 to 2008, Mr. Chen served as Managing Director at Bear Stearns, responsible for the firm’s equity derivative strategic product development. From 2003 to 2005, Mr. Chen served as Vice President at Realty Data Corp. an independent mortgage data provider. From 1998 to 2003, Mr. Chen served as Senior Manager at Imagine Software, a quantitative financial model provider. Mr. Chen holds a BS from Florida State University and MS Degree of Computer Science from New York University. We believe Mr. Chen is qualified to serve as a director because of his extensive financial and operations experience and the extensive network he has established throughout his career, as well as his familiarity with blank check companies.

Luhuan (Lou) Zhong. Mr. Zhong, age 35, has served as our Chief Financial Officer/Principal Accounting Officer since February 2021. He serves as a consultant to Venus Acquisition Corporation, from February 2021 to December 2022, and Longevity Acquisition Corporation from October 2019 to February 2021, and he previously served as a consultant for Greenland Acquisition Corporation from October 2018 to October 2019. From September 2015 to October 2018, Mr. Zhong served as the project manager of Haitong Securities Co. Ltd. From September 2012 to September 2015, Mr. Zhong served as senior auditor in Shanghai office of Deloitte Touche Tohmatsu CPA LLP. Mr. Zhong obtained his bachelor’s degree of finance from Macquarie University in 2010 and his master’s degree in finance from University of Technology, Sydney in 2012.

Shan Cui. Ms. Cui, age 51 joined our board in February 2021. She is serving as the independent director of Venus Acquisition Corporation since February 2021, and Chief Financial Officer of Global Star Acquisition, Inc., a special purpose acquisition company that closed its initial public offering September 2022. Previously, Ms. Cui served as an independent director of WiMi Hologram Cloud Inc. from June 2020 to May 2021, and Addentax Group Corp. from April 2020 to April 2021. Previously, Ms. Cui served as independent director for Greenland Acquisition Corporation from May 2021 to October 2019. She has been the Executive Director of First Capital International Limited since 2010 and provided consulting services for private equity companies and venture capital companies. From February 2011 to February 2013, she served as the Chief Financial Officer of Lizhan Environmental Corporation, a Nasdaq-listed company engaged in the business of green leather material.

Pai Liu. Mr. Pai Liu age 38, has served as a director since February 2021. He has served as a member of the Board of Directors of Longevity Acquisition Corporation since December 2019. Mr. Liu has served as chief executive officer of Wuhan Dacheng Equity Investment Fund Management Company since July 2016. From December 2014 to April 2016, Mr. Liu was a senior associate of Deloitte in China. From September 2013 to October 2014, Mr. Liu served as a senior associate of Mazars Group in China. From October 2011 to September 2013, Mr. Liu served as an associate of PricewaterhouseCoopers in its Shanghai office and was involved in the auditing of large and medium-sized foreign enterprises. Mr. Liu earned his master’s degree in accounting & finance from Leeds University in the United Kingdom and received a bachelor’s degree in finance from the South Central University for Nationalities in China. We believe Mr. Liu is qualified to serve as a director because of his extensive management and auditing experience, and his familiarity with blank check companies.

Wen He. Mr. Wen He, age 58, has served as a director since February 2024. Mr. He is an experienced professional who has 26 years of experience in Internet, Internet-of-Things, IT and software industry. Mr. He also has over 10 years of experience in investment and M&A, with a focus on fund raising, investment management, equity and bond financing and Fin-tech (e.g. Internet, Internet-of-Things, Blockchain). Mr. He oversaw and participated in multiple investments, listings and asset restructurings in a number of industries including: renewable energy, new material, sustainability, healthcare and high-tech. Mr. He currently serves as an independent director of Alphatime Acquisition Corp., a special purpose acquisition company listed on Nasdaq. Mr. He also serves as the Vice Manager of Dr. Peng Cloud Computing Ltd. and the President of Haijuhuiren Holding Group. Mr. He served as the Operation Director of Xunye Group, one of the earliest Internet companies in China. Mr. He served as the Vice President of Shenzhen Longmai Information Co., Ltd., and President and Technology Director of Naoku Technology Holding Group. In 2001, Mr. He co-founded OP.CN, the predecessor company of Qvod Player, with Xin Wang and served as its Chairman. Mr. He served as the Executive Director of Guangdong Gaohe Financial Leasing Co., Ltd. and the independent director of China Oil Gangran Energy Group Holdings Limited (08132.HK). Mr. He holds an MBA from Columbia Southern University and a Bachelor Degree from Hunan Normal University. Mr. He holds a PMP and ICAA.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of July 17, 2025 held by:

	●	each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

	●	each of our officers and directors; and

	●	all of our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Public Rights or the rights contained in the Private Placement Units (the “Private Rights”) as rights are not convertible within 60 days of the date hereof. In the table below, the percentage ownership is based on 8,863,000 ordinary shares (which includes ordinary shares that are underlying the units) issued and outstanding as of the Record Date.

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Ordinary Shares
Sponsor, directors and officers
Whale Management Corporation⁽²⁾		1,963,000		22.15	%
Matthew Chen⁽²⁾		1,963,000		22.15	%
Luhuan Zhong⁽³⁾		-		-
Pai Liu⁽³⁾		-		-
Shan Cui⁽³⁾		-		-
Wen He⁽³⁾		-		-
All directors and officers as a group (five individuals)		1,963,000		22.15	%

Other 5% or greater beneficial owners
W.R. Berkley Corporation and Berkley Insurance Company⁽⁴⁾		645,946		7.3	%
Mizuho Financial Group, Inc.⁽⁵⁾		659,500		7.4	%
Wolverine Asset Management LLC⁽⁶⁾		464,603		5.24	%
First Trust Merger Arbitrage Fund⁽⁷⁾		556,295		6.28	%
First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC.⁽⁸⁾		642,263		7.25	%
Cowen and Company, LLC.⁽⁹⁾		543,055		6.1	%
Karpus Investment Management.⁽¹⁰⁾		902.150		10.18	%

(1)	Unless otherwise indicated, the business address of each of the individuals is 26 Broadway, Suite 934, New York, NY 10004.
(2)	Represents 1,725,000 founder ordinary shares and 238,000 private placement ordinary shares held by Whale Management Corporation, our sponsor. Each of our officers and directors is a shareholder of our sponsor; however, only our Chairman have voting securities in our sponsor and are the sole directors of our sponsor and have the power to vote or dispose of the securities. The address for our sponsor is Room 156, 4F, Gate B, Shimao Tower, 92A Jianguo Lu, Chaoyang District, Beijing, China.
(3)	Such individual does not beneficially own any of our ordinary shares. However, such individual has a pecuniary interest in our ordinary shares through his ownership of shares of our sponsor.

(4)	Based on information contained in a Schedule 13G filed on April 8, 2025 Address or principal business office is 475 Steamboat Road, Greenwich, CT 06830.
(5)	Based on information contained in a Schedule 13G/A filed on May 13, 2025 Address or principal business office is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.
(6)	Based on information contained in a Schedule 13G filed on January 31, 2025. Address or principal business office is 175 West Jackson Boulevard, Suite 340 Chicago, IL 60604.
(7)	Based on information contained in a Schedule SC 13G filed on November 15, 2024. Address or principal business office is 235 West Galena Street, Milwaukee, WI 53212.
(8)	Based on information contained in a Schedule 13G filed on November 15, 2024. Address or principal business office is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. (7) and (8) are jointly filed the Schedule 13G.
(9)	Based on information contained in the Schedule 13G filed on November 13, 2024. Address or principal business office is 599 Lexington Avenue, New York, NY 10022.
(10)	Based on information contained in the Schedule 13G filed on November 7, 2024. Address or principal business office is 183 Sully’s Trail, Pittsford, New York 14534.

Our initial shareholders have agreed, subject to applicable securities laws, (A) to vote any shares owned by them in favor of any proposed business combination, (B) not to redeem any Founder Shares or Private Shares in connection with a shareholder vote to approve a proposed initial business combination and (C) to waive liquidation rights with respect to their Founder Shares and Private Shares.

Our Sponsors and their controlling individuals and our executive officers are deemed to be our “promoters” as such term is defined under the federal securities laws.

HOUSEHOLDING INFORMATION

Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:

●

if the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at 26 Broadway, Suite 934, New York, New York 10004, to inform us of the shareholder’s request; or

●

if a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read our SEC filings, including this Proxy Statement, at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact our proxy solicitation agent at the following address and telephone number:

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Toll Free Telephone: (877) 870-8565

Main Telephone: (206) 870-8565

You may also obtain these documents by requesting them in writing from us by addressing such request to our Secretary at 26 Broadway, Suite 934, New York, New York 10004.

If you are a shareholder of the Company and would like to request documents, please do so by [__], 2025 in order to receive them before the Extraordinary General Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

PROXY

FLAG SHIP ACQUISITION CORPORATION

A Cayman Islands Exempted Company

26 Broadway, Suite 934

New York, New York 10004

EXTRAORDINARY GENERAL MEETING

10:00 AM EASTERN TIME

[*], 2025

YOUR VOTE IS IMPORTANT

FOLD AND DETACH HERE

FLAG SHIP ACQUISITION CORPORATION

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON

[*]

The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated [__], 2025, in connection with the special meeting to be held at 10:00 a.m. Eastern Time, on [*], 2025, at 45 Broadway, 17^th Floor, New York, NY 10006, and hereby appoints Matthew Chen, as proxy of the undersigned, with power of substitution, to vote all ordinary shares of Flag Ship Acquisition Corporation (the “Company”) registered in the name provided, which the undersigned is entitled to vote at the special meeting of stockholders, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the accompanying proxy statement.

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE EXTENSION FEE REDUCTION PROPOSAL (PROPOSAL 1), AND “FOR” THE ADJOURNMENT PROPOSAL (PROPOSAL 2), IF PRESENTED.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on [*], 2025: This notice of meeting and the accompany proxy statement are available at https:// [*]

Proposal 1 — Extension Fee Reduction Proposal		FOR		AGAINST		ABSTAIN
Consider and vote on a proposal to amend the monthly fee (the “Monthly Extension Fee”) payable by our sponsor (“Sponsor”) and/or its designee into the Trust Account (as defined below) to extend the date by which the Company must consummate its initial business combination (the “Combination Period”) from $0.033 per 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 “Amended Monthly Extension Fee”). The first Monthly Extension Fee must be made by September 20, 2025, while the subsequent Monthly Extension Fees must be deposited into the Trust Account by the 20^th of each succeeding month until June 20, 2026.		☐		☐		☐

Proposal 2 — Adjournment Proposal		FOR		AGAINST		ABSTAIN
Approve the adjournment of the extraordinary general meeting to a later date or dates, if the Company determines that additional time is necessary to effectuate the Extension.		☐		☐		☐

Dated: ____________________, 2025


	Stockholder’s Signature


	Stockholder’s Signature

Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO [*]. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 1, AND “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 2, IF SUCH PROPOSAL IS PRESENTED AT THE SPECIAL MEETING, AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.

SEC Form PRE 14A filed by Flag Ship Acquisition Corp.