The registrant filed this Current Report on Form 8-K on October 23, 2024, announcing the entry into an Agreement and Plan of Merger dated October 21, 2024, with Great Rich Technologies Limited, a Hong Kong public limited company, and GRT Merger Star Limited, a Cayman Islands wholly-owned subsidiary. Under the Merger Agreement, Flag Ship Acquisition Corporation will merge with and into GRT Merger Star Limited, with the latter surviving as a wholly-owned subsidiary of GRT. The transaction is subject to shareholder approvals from both parties and other closing conditions, including regulatory approvals from Nasdaq and the China Securities Regulatory Commission, the absence of any injunctions, and the maintenance of at least $10,000,000 in available liquidity at closing. Each outstanding Company Share will be exchanged for one Parent Ordinary Share, payable in Parent ADSs. Each Company Right, which entitles the holder to one-tenth of one Company Share upon a business combination, will receive the Rights Merger Consideration equal to the product of the Per Share Merger Consideration, the number of Company Shares the holder would have received, and the ADS Exchange Rate of one Parent Ordinary Share per one Parent ADS, rounded down to the nearest whole number. The Merger Agreement includes representations and warranties on corporate matters, financial condition, and operations; covenants regarding ordinary course business conduct, access to records, confidentiality, and regulatory approvals; and provisions for surviving indemnification obligations for directors, officers, and employees. The filing does not address any potential cash consideration or shareholder redemption rights, nor does it provide details on the business, operations, or financial condition of GRT. The filing does not disclose any specific liquidity levels, trust account balances, or other SPAC-specific matters beyond the general $10,000,000 available liquidity condition at closing.

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