Flag Ship Acquisition Corp PRE 14A, filed May 7, 2026

Flag Ship Acquisition Corp (FSHP)

PRE 14A 2026-05-07 For: 2026-05-07

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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.

	●	consider and vote on a proposal to amend, by a special resolution, the Amended and Restated M&AA of the Company (the “Amended and Restated M&AA”) to extend the date by which the Company has to consummate a business combination up to twelve times, with each such extension being for a one-month period (each an “Extension”), from June 20, 2026 to June 20, 2027 (the “Extended Date”), by amending the Amended and Restated M&AA to delete the existing Article 36.2 thereof and replacing it with the new Article 36.2 in the form set forth in Annex A of the accompanying proxy statement (“Proposal 1” or the “Extension 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 at the Extraordinary General Meeting (“Proposal 2” or the “Adjournment Proposal”).

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

	/s/ Matthew Chen
	Matthew Chen
	Chairman and Chief Executive Officer
	May [●], 2026

	●	consider and vote on a proposal to amend, by a special resolution, the amended and restated memorandum and articles of association of the Company (the “Amended and Restated M&AA”) to extend the date by which the Company has to consummate a business combination up to twelve times, with each such extension being for a one-month period (each an “Extension”), from June 20, 2026 to June 20, 2027 (the “Extended Date”), by amending the Amended and Restated M&AA to delete the existing Article 36.2 thereof and replacing it with the new Article 36.2 in the form set forth in Annex A of the accompanying proxy statement (“Proposal 1” or the “Extension 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 at the Extraordinary General Meeting (“Proposal 2” or the “Adjournment Proposal”).

Q.		A.
*Why am I receiving this Proxy Statement?*		This proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board, for use at the Extraordinary General Meeting to be held on [●], 2026 at 10:00 a.m., Eastern Time, or at any adjournments or postponements thereof, in the office of the Company’s counsel, Becker & Poliakoff P.A., at 45 Broadway, 17^th Floor, New York, NY 10006. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Extraordinary General Meeting.

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

		●	Proposal No. 1 - The Extension Proposal - consider and vote on a proposal to amend, by a special resolution, the Amended and Restated M&AA to extend the date by which the Company has to consummate a business combination up to twelve times (the “Extended Date”), with each such extension being for a one-month period (each an “Extension”), from June 20, 2026 to June 20, 2027, by amending the Amended and Restated M&AA to delete the existing Article 36.2 thereof and replacing it with the new Article 36.2 in the form set forth in Annex A of the accompanying proxy statement.

		●	Proposal No. 2 - The Adjournment 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 insufficient votes to approve Proposal 1 at the Extraordinary General Meeting (“Proposal 2” or the “Adjournment Proposal”).

	We are not asking you to vote on our business combination at this time. If the Extension 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 Extended Date (as it may be extended). If the Extension 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 Proposal.

		If the Extension 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 [●] 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 Proposal is not approved, and we do not consummate our business combination by June 20, 2026, as contemplated by our IPO prospectus and in accordance with our Amended and Restated M&AA, 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, or distribute the Trust Account to the holders of the Public Shares, on a pro rata basis, 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 Proposal?*		Flag Ship’s Amended and Restated Memorandum and Articles of Association currently provides for the return of the IPO proceeds held in trust to public shareholders if there is no qualifying business combination consummated on or before June 20, 2026. 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 (“GRT Merger Sub”). On April 18, 2025, Flag Ship, GRT and GRT Merger Sub entered into a Termination Agreement to terminate the GRT Merger. On the same day, Flag Ship entered into an Agreement and Plan of Merger (the “GFT Merger Agreement”) with Great Future Technology Inc., and GFT Merger Sub Limited (the “GFT Merger Sub”). The Merger Agreement replaces and supersedes the GRT Merger Agreement. On May 3, 2026, Flag Ship, GFT and GFT Merger Sub entered into a Termination Agreement to terminate the GFT Merger Agreement. The Termination Agreement also provides for a mutual release of claims among the parties and their affiliates, except for liabilities arising from or relating to any knowing or intentional breach of a representation, a warranty or a covenant of the GRT Merger Agreement. No party will be required to pay a termination fee as a result of the mutual decision to enter into the Termination Agreement. Flag Ship is in the process of searching for an alternative target for its initial business combination transaction but does not expect be able to identify a new target company and consummate such an initial business combination by June 20, 2026.

		Accordingly, Flag Ship does not anticipate being able to conclude an initial business combination within the permitted time period, Flag Ship has determined to seek shareholder approval to extend the date by which Flag Ship must complete an initial business combination. If the Extension Proposal is approved, the removal of the Withdrawal Amount from the Trust Account in connection with the redemption will reduce the amount held in the Trust Account thereafter. We cannot predict the amount that will remain in the Trust Account if the Extension is approved and the amount remaining in the Trust Account may be substantially less than that was in the Trust Account as of [●], which could impact our ability to consummate a business combination. YOU ARE NOT BEING ASKED TO VOTE ON A BUSINESS COMBINATION AT THIS TIME. IF THE EXTENSION PROPOSAL IS APPROVED AND YOU DO NOT MAKE AN ELECTION, YOU WILL RETAIN THE RIGHT TO VOTE ON A BUSINESS COMBINATION 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 Proposal?*		The Board believes that given Flag Ship’s expenditure of time, effort and money on finding an initial business combination, circumstances warrant providing public shareholders an opportunity to consider an initial business combination. Accordingly, our Board is proposing the Extension Proposal to extend the date by which Flag Ship must complete an initial business combination until the Extended Date and to allow for the Election. Flag Ship’s Amended and Restated M&AA require the affirmative vote of the holders of at least two-thirds (2/3) of the Company’s Ordinary Shares which are present (in person or by proxy) and which vote at the Extraordinary General Meeting in order to effect an amendment to certain of its provisions, including any amendment that would extend its corporate existence beyond June 20, 2026. We believe that these provisions were included to protect Flag Ship shareholders from having to sustain their investments for an unreasonably long period if Flag Ship failed to find a suitable initial business combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. We also believe, however, that given Flag Ship’s expenditure of time, effort and money on the potential business combinations with the targets it has identified, circumstances warrant providing those who would like to consider whether a potential business combination with one or more of such targets is an attractive investment with an opportunity to consider such transaction, inasmuch as Flag Ship is also affording shareholders who wish to redeem their Public Shares the opportunity to do so, as required under its Amended and Restated M&AA. Accordingly, we believe the Extension is consistent with Flag Ship’s Amended and Restated M&AA and IPO prospectus. Our Board recommends that you vote in favor of the Extension 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 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 Chairman 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 Proposal presented at the Extraordinary General Meeting. If presented, our Board recommends that you vote in favor of the Adjournment Proposal.

Q.		A.
*What vote is required to adopt the Extension Proposal?*		The approval of the Extension Proposal requires a special resolution, being a resolution passed by the affirmative vote of the holders of at least two-thirds (2/3) of the Company’s Ordinary Shares entitled to vote and which are present (in person or by proxy) and which 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 Proposal or the Adjournment Proposal?*		If you do not want the Extension 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 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 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 Proposal is approved, the Adjournment Proposal will not be presented for a vote.

Q.		A.
*What happens if the Extension Proposal is not approved?*		If the Extension Proposal is not approved and we do not consummate a business combination by June 20, 2026, as contemplated by our IPO prospectus and in accordance with our Amended and Restated M&AA, 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, or distribute the Trust Account to the holders of the Public Shares, on a pro rata basis, 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 Proposal is approved, what happens next?*		If the Extension Proposal is approved, the Company will have until the Extended Date to complete its initial business combination, and, without another shareholder vote, may elect to extend the time period within which the Company must consummate its initial business combination for up to twelve (12) additional one-month periods, to the Extended Date (June 20, 2027), by depositing the Monthly Extension Fee (as defined below) into the Company’s Trust Account. Further, if the Extension Proposal is approved, the Company will amend the Trust Agreement, to conform to the extension of the deadline to consummate an initial business combination with the amended Extension Date as set forth in the amendment to the Company’s Amended and Restated M&AA contemplated by the Extension Proposal. Pursuant to the Trust Agreement, in order to exercise each one-month extension (each, a “Monthly Extension”), the Sponsor and/or its designee will deposit into the Trust Account, on or prior to the applicable deadline, the lesser of (i) $60,000 for all remaining public shares and (ii) $0.033 for each remaining public share (the “Monthly Extension Fee”). The first Monthly Extension Fee must be deposited by June 20, 2026, and each subsequent Monthly Extension Fee must be deposited by the 20th day of each succeeding month, until June 20, 2027. The amendment to the Trust Agreement will not be submitted to shareholders for approval. However, such amendment will be effected substantially concurrently with, and is conditioned upon, the effectiveness of the Extension Proposal. If the Extension Proposal is approved, we will remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed Public Shares their portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating a business combination on or before the Extended Date. If the Extension Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election 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 current amount 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 to the parties or at all.

Q.		A.
*What happens to the Flag Ship rights if the Extension Proposal is not approved?*		If the Extension Proposal is not approved, we will automatically wind up, liquidate and dissolve effective starting on June 20, 2026. In such event, your rights will become worthless

Q.		A.
*If I do not exercise my redemption right 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 right in respect of the future initial business combination, subject to any limitations set forth in our Amended & Restated M&AA.

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, by attending the Extraordinary General Meeting in person and voting, 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 Proposal must be approved as a special resolution, being a resolution passed by at least two-thirds (2/3) 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.

		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 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.

	●	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.

		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 Proposal is approved, 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 [●], 2026, 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 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 Proposal is not approved and the Company liquidates without completing its initial business combination before June 20, 2026, the initial stockholders will lose their entire investment in us;

	●	All rights specified in the Amended and Restated M&AA 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.

Name	Age	Title
Matthew Chen	53	Chairman and Chief Executive Officer
Luhuan Zhong	36	Chief Financial Officer
Shan Cui	52	Director
Pai Liu	39	Director
Wen He	59	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		39.78	%
Matthew Chen⁽²⁾		1,963,000		39.78	%
Luhuan Zhong⁽³⁾		-		-
Pai Liu⁽³⁾		-		-
Shan Cui⁽³⁾		-		-
Wen He⁽³⁾		-		-
All directors and officers as a group (five individuals)		1,963,000		39.78	%

Other 5% or greater beneficial owners
W.R. Berkley Corporation and Berkley Insurance Company⁽⁴⁾		645,946		12.85	%
Mizuho Financial Group, Inc.⁽⁵⁾		718,470		14.29	%
Cowen and Company, LLC.⁽⁶⁾		543,055		10.86	%
Karpus Investment Management.⁽⁷⁾		738,600		14.70	%

(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 August 13, 2025 Address or principal business office is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.
(6)	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.
(7)	Based on information contained in the Schedule 13G filed on October 7, 2025. Address or principal business office is 183 Sully’s Trail, Pittsford, New York 14534.

Proposal 1 — Extension Proposal		FOR		AGAINST		ABSTAIN
Consider and vote on consider and vote on a proposal to amend, by a special resolution, the Amended and Restated Memorandum and Articles of Association of the Company (the “Amended and Restated M&AA”) to extend the date by which the Company has to consummate a business combination up to twelve times, with each such extension being for a one-month period, from June 20, 2026 to June 20, 2027, by amending the Amended and Restated M&AA to delete the existing Article 36.2 thereof and replacing it with the new Article 36.2 in the form set forth in Annex A of the accompanying proxy statement.		☐		☐		☐

Proposal 2 — Adjournment Proposal		FOR		AGAINST		ABSTAIN
Approve the adjournment of the extraordinary general meeting to a later date or dates, if the Chairman determines that additional time is necessary or appropriate to permit further solicitation and vote of proxies to approve the Extension Proposal.		☐		☐		☐