FSHP · Flag Ship Acquisition Corporation

Flag Ship Acquisition Corporation, a SPAC, has mutually terminated its previously announced business combination with Great Future Technology Inc. (GFT), a Cayman Islands exempted company, and its wholly-owned merger sub. The original Merger Agreement, entered April 18, 2025 and amended December 11, 2025, is now void with no further rights, remedies, liabilities, or obligations for any party except those expressly surviving per its terms. This mutual decision eliminates the proposed de-SPAC transaction over a year after signing, returning Flag Ship to search for alternative targets or liquidation considerations. Key investor implications include the clean break structure: comprehensive mutual releases cover all affiliates, equity holders, and representatives from claims related to the merger, ancillary documents, and transaction, shielding against future litigation except for intentional breaches. No termination penalties apply, and ancillary agreements like lock-up, support, voting, and registration rights agreements terminate automatically. Parties confirmed authority to execute and each bears their own transaction costs, aligning with standard SPAC unwind practices. The Termination Agreement incorporates select merger provisions on trust account, notices, waivers, governing law (not specified but referenced), and specific performance, ensuring enforceability. This development materially impacts Flag Ship's timeline and strategy as a blank check company, with the filing dated May 4, 2026 incorporating Exhibit 10.1 for full terms.