Flag Ship Acquisition Corp PRE 14A, filed Jul 25, 2025

Flag Ship Acquisition Corp (FSHP)

PRE 14A 2025-07-25 For: 2025-07-25

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Added on October 20, 2026

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☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-12

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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

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

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*.”

	●	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.

	●	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.

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

	●	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.

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.

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.		☐		☐		☐