FSHP on Nasdaq
Flag Ship Acquisition Corp
Blank check company, listed on Nasdaq (FSHP)1
In its 2026 annual report the company says: “Flag Ship Acquisition Corporation is a blank check company incorporated on May 14, 2018 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.”4 It is headquartered in New York, New York.1
$11.25 down 0.03 (0.27%)Price as of Oct 15, 2026 at 17:33 UTC
Last updated Oct 20, 2026.
Overview
- TickerFSHP on Nasdaq1
- IndustryBlank Checks1
- HeadquartersNew York, New York1
- Business address260 Madison Avenue, 8Th Floor, New York, Ny 100163
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
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Flag Ship Acquisition Corporation is a blank check company incorporated on May 14, 2018 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.6
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Formation, general and administrative expenses | -$659.1K | -$889.3K |
| Interest and dividends earned in cash and investments held in Trust Account | $2.5M | $1.8M |
| Total other income, net | $2.5M | $1.8M |
| Income before income taxes | $1.8M | $909.8K |
| NET INCOME | $1.8M | $909.8K |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.6
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $6.6K | $76.7K | |
| Prepayments and deposits | $18.5K | $95.7K | |
| Total current assets | $25.1K | $172.5K | |
| Cash and investments held in trust account | $33.1M | $70.8M | |
| TOTAL ASSETS | $33.1M | $71.0M | |
| Accrued liabilities | $17.1K | $34.4K | |
| Promissory notes related party | $1.4M | $677.9K | |
| Total current liabilities | $1.5M | $712.2K | |
| Deferred underwriting compensation | $1.7M | $1.7M | |
| TOTAL LIABILITIES | $3.2M | $2.4M | |
| Ordinary shares subject to possible redemption, 3,062,517 and 6,900,000 shares issued and outstanding at redemption value of $10.80 and $10.26 at December 31, 2025 and 2024, respectively | $33.1M | $70.8M | |
| Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 1,963,000 and 1,963,000 shares issued and outstanding (excluding 3,062,517 and 6,900,000 shares, subject to possible redemption as of December 31, 2025 and 2024, respectively) | $2.0K | $2.0K | |
| Accumulated deficit | -$3.2M | -$2.3M | |
| Total Shareholders deficit | -$3.2M | -$2.3M | -$283.0K |
| TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS DEFICIT | $33.1M | $71.0M | |
| Temporary Equity, Shares Issued | 3.1M shares | 6.9M shares | |
| Temporary Equity, Shares Outstanding | 3.1M shares | 6.9M shares | |
| Common stock subject to possible redemption, price per share | $10.80 | $10.26 | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 50.0M shares | 50.0M shares | |
| Common stock, shares issued | 2.0M shares | 2.0M shares | |
| Common stock, shares outstanding | 2.0M shares | 2.0M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $6.6K | $76.7K | |
| Prepayments and deposits | $18.5K | $95.7K | |
| Total current assets | $25.1K | $172.5K | |
| Cash and investments held in trust account | $33.1M | $70.8M | |
| TOTAL ASSETS | $33.1M | $71.0M | |
| Accrued liabilities | $17.1K | $34.4K | |
| Promissory notes related party | $1.4M | $677.9K | |
| Total current liabilities | $1.5M | $712.2K | |
| Deferred underwriting compensation | $1.7M | $1.7M | |
| TOTAL LIABILITIES | $3.2M | $2.4M | |
| Ordinary shares subject to possible redemption, 3,062,517 and 6,900,000 shares issued and outstanding at redemption value of $10.80 and $10.26 at December 31, 2025 and 2024, respectively | $33.1M | $70.8M | |
| Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 1,963,000 and 1,963,000 shares issued and outstanding (excluding 3,062,517 and 6,900,000 shares, subject to possible redemption as of December 31, 2025 and 2024, respectively) | $2.0K | $2.0K | |
| Accumulated deficit | -$3.2M | -$2.3M | |
| Total Shareholders deficit | -$3.2M | -$2.3M | -$283.0K |
| TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS DEFICIT | $33.1M | $71.0M | |
| Temporary Equity, Shares Issued | 3.1M shares | 6.9M shares | |
| Temporary Equity, Shares Outstanding | 3.1M shares | 6.9M shares | |
| Common stock subject to possible redemption, price per share | $10.80 | $10.26 | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 50.0M shares | 50.0M shares | |
| Common stock, shares issued | 2.0M shares | 2.0M shares | |
| Common stock, shares outstanding | 2.0M shares | 2.0M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.6
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net income | $1.8M | $909.8K |
| Interest and dividends earned on cash and investments held in trust account | -$2.5M | -$1.8M |
| Prepayments and deposits | $77.2K | -$91.4K |
| Accrued liabilities | -$17.2K | $34.4K |
| Due to related party | $120.0K | $40.0K |
| Net cash used in operating activities | -$479.1K | -$906.3K |
| Cash withdrawn from Trust Account in connection to redemption | $40.4M | |
| Proceeds from extension loan deposited into trust account | -$240.0K | |
| Proceeds deposited in Trust Account | -$69.0M | |
| Net cash provided by (used in) investing activities | $40.2M | -$69.0M |
| Proceed from public offering, net of offering costs | $67.3M | |
| Proceed from private placement | $2.4M | |
| Redemption of ordinary shares | -$40.4M | |
| Proceeds from promissory note related party | $648.9K | $637.9K |
| Repayment of promissory note related party | -$433.6K | |
| Net cash (used in) provided by financing activities | -$39.8M | $69.9M |
| NET CHANGE IN CASH | -$70.2K | -$39.5K |
| Initial classification of ordinary shares subject to possible redemption | $64.7M | |
| Allocation of offering costs to ordinary shares subject to possible redemption | $3.2M | |
| Accretion of carrying value to redemption value | $7.6M | |
| Subsequent remeasurement of ordinary shares subject to possible redemption | $2.5M | $1.8M |
| Extension funds attributable to ordinary shares subject to redemption | $240.0K | |
| Accrued underwriting compensation | $1.7M |
No quarter-by-quarter statement was filed.
Corporate structure
Flag Ship Acquisition Corp sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Flag Ship Acquisition Corp
- Karpus Management, Inc. Filed SCHEDULE 13G/A on Flag Ship Acquisition Corp, latest Jun 5, 2026 (4 filings since Nov 7, 2024)
- CVI Investments, Inc. Filed SCHEDULE 13G on Flag Ship Acquisition Corp, latest May 19, 2026
- First Trust Capital Management L.P. Filed SCHEDULE 13G/A on Flag Ship Acquisition Corp, latest Nov 14, 2025 (2 filings since Nov 15, 2024)
- WOLVERINE ASSET MANAGEMENT LLC Filed SCHEDULE 13G/A on Flag Ship Acquisition Corp, latest Oct 10, 2025 (2 filings since Jan 31, 2025)
- TD SECURITIES (USA) LLC Filed SCHEDULE 13G/A on Flag Ship Acquisition Corp, latest May 12, 2025 (2 filings since Feb 14, 2025)
- Space Summit Capital LLC Filed SCHEDULE 13G/A on Flag Ship Acquisition Corp, latest Jan 29, 2025 (2 filings since Jun 24, 2024)
- COWEN AND COMPANY, LLC Filed SC 13G on Flag Ship Acquisition Corp, latest Nov 13, 2024
- Harraden Circle Investments, LLC Filed SC 13G/A on Flag Ship Acquisition Corp, latest Nov 12, 2024 (2 filings since Jun 28, 2024)
- Whale Management Corp Filed SC 13D on Flag Ship Acquisition Corp, latest Jun 21, 2024
- Flag Ship Acquisition Corp New York, New York
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Flag Ship Acquisition Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
Properties, in its own words
We currently maintain our executive offices at 26 Broadway, Suite 934, New York, New York 10004. The cost for this space is included in the $10,000 per month fee that we will pay our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed May 29, 2026.4
Leadership
Who has led Flag Ship Acquisition Corp, and when. Pick a name to see everywhere that person has worked.
Chief financial officer
- Chief financial officerZhong Luhuan Jun 18, 2024 to Jun 18, 20249
Timeline
- Sep 15, 20268-K Entered a material agreement; Regulation FD disclosure12
- Aug 31, 20268-K Listing notice or transfer13
- Jul 21, 20268-K Change of auditor14
- Jun 25, 20268-K Other events15
- Jun 17, 20268-K Entered a material agreement; Bylaws or fiscal year changed; Shareholder vote16
- Jun 9, 20268-K Other events17
- May 27, 20268-K Listing notice or transfer; Regulation FD disclosure18
- May 11, 20268-K Other events19
- May 4, 20268-K Entered a material agreement; Ended a material agreement20
- Apr 22, 20268-K Listing notice or transfer; Regulation FD disclosure21
- Jan 30, 20268-K New debt or obligation22
- Dec 19, 20258-K Shareholder vote23
Filings
112 filings to the SEC since October 2021: 3 annual reports, 7 quarterly reports, 23 major events, 9 insider forms, 20 large holders, 50 other. The latest 20:
- Sep 29, 202610-K/A EDGAR
- Sep 23, 2026DEF 14A EDGAR
- Sep 15, 2026425 EDGAR
- Sep 15, 20268-K EDGAR
- Aug 31, 20268-K EDGAR
- Aug 18, 20264 PRIMARY DOCUMENT EDGAR
- Aug 18, 20263 PRIMARY DOCUMENT EDGAR
- Aug 14, 202610-Q EDGAR
- Aug 6, 2026SCHEDULE 13G/A EDGAR
- Jul 21, 20268-K EDGAR
- Jun 25, 20268-K EDGAR
- Jun 17, 20268-K EDGAR
- Jun 9, 20268-K EDGAR
- Jun 5, 202610-Q EDGAR
- Jun 5, 2026SCHEDULE 13G/A EDGAR
- May 29, 202610-K EDGAR
- May 27, 20268-K EDGAR
- May 19, 2026SCHEDULE 13G EDGAR
- May 18, 2026DEF 14A EDGAR
- May 15, 2026NT 10-Q EDGAR
The 112 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
2 open-market trades by officers, directors and large owners since October 2021: 1 buys and 1 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Aug 17, 2026 | MIZUHO SECURITIES USA LLC10% owner | Sale | 85,000 | $11.23 | $954.5K | Form 4 |
| Jun 20, 2024 | Whale Management Corp10% owner | Buy | 238,000 | $10.00 | $2.4M | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Karpus Management, Inc.SCHEDULE 13G/A, 4 filings Nov 7, 2024 to Jun 5, 202624
- CVI Investments, Inc.SCHEDULE 13G, 1 filing May 19, 202625
- First Trust Capital Management L.P.SCHEDULE 13G/A, 2 filings Nov 15, 2024 to Nov 14, 202526
- WOLVERINE ASSET MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Jan 31, 2025 to Oct 10, 202527
- TD SECURITIES (USA) LLCSCHEDULE 13G/A, 2 filings Feb 14, 2025 to May 12, 202528
- Space Summit Capital LLCSCHEDULE 13G/A, 2 filings Jun 24, 2024 to Jan 29, 202529
- COWEN AND COMPANY, LLCSC 13G, 1 filing Nov 13, 202430
- Harraden Circle Investments, LLCSC 13G/A, 2 filings Jun 28, 2024 to Nov 12, 202431
- Whale Management CorpSC 13D, 1 filing Jun 21, 202432
SEC filer profile
How Flag Ship Acquisition Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARFlag Ship Acquisition Corp1
- CIK0001850059
- Employer ID (EIN)00-00000004
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inCayman Islands4
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address260 Madison Avenue, 8Th Floor, New York, NY 100161
- Phone646 216-20001
- Shares outstanding3,518,260 as of Aug 14, 20268
- Public float$72.0M as of Jun 30, 20254
- AuditorMaloneBailey, LLP, Houston, Texas PCAOB ID 206; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceMar 9, 20211
- Filings118 in all: 8-K (23), SCHEDULE 13G/A (12), DRS/A (8), 10-Q (7), 3 (7), CORRESP (7), 425 (6), S-1/A (6)1
All 29 form types
SC 13G (6), UPLOAD (6), DEF 14A (4), SCHEDULE 13G (4), DRS (3), 10-K (2), 4 (2), PRE 14A (2), 10-K/A (1), 424B4 (1), 8-A12B (1), CERT (1), EFFECT (1), F-4 (1), F-4/A (1), NT 10-K (1), NT 10-Q (1), PRER14A (1), S-1 (1), SC 13D (1), SC 13G/A (1)
- Latest filingsAnnual report (10-K) May 29, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Sep 23, 2026
Latest 8-K (8-K) Sep 15, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Ordinary Share, $0.001 par value, and one right | FSHPU | Nasdaq |
| Ordinary Shares, $0.001 par value | FSHP | Nasdaq |
| Rights to receive one-tenth (1/10th) of one Ordinary Share | FSHPR | Nasdaq |
From the cover page of the 10-K filed May 29, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Flag Ship Acquisition Corp names in Item 1A of its 10-K filed May 29, 2026: 79 risks under these headings, as written.4
- General Risks to Investing in a SPAC entity, and to our Search for, Consummation of, or Inability to Complete a Business Combination and Post-Business Combination Risks
- We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
- Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in us.
- We may not be able to select an appropriate target business or businesses and complete our initial business combination in the Prescribed Time Frame.
- Our expectations around the performance of a prospective target business or businesses may not be realized.
- Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by natural and man-made events and the status of debt and equity markets.
- Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
- Our management has concluded that our disclosure controls and procedures were not effective, which could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
- Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
- If we seek shareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
- Our sponsor has the right to extend the term we have to consummate our initial business combination, without providing our shareholders with redemption rights.
- Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.
The other 67 risks
- The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure, or increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
- The requirement that we complete our initial business combination within the Prescribed Time Frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
- We may not be able to complete our initial business combination within the Prescribed Time Frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate and our rights will expire worthless.
- If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our ordinary shares.
- If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or rights, potentially at a loss.
- Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions or reduce protections under Nasdaq rules available to them.
- You will not be entitled to protections normally afforded to investors of many other blank check companies.
- If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our ordinary shares.
- If we are unable to complete our initial business combination, our public shareholders may receive only the redemption price held in the trust account on pro-rata basis, or less in certain circumstances, on our redemption, and our rights will expire worthless.
- If the net proceeds of the IPO and the sale of the private placement units not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination.
- Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.
- Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
- If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
- If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
- If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
- Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.
- In the event that we are not the surviving entity upon the consummation of our initial business combination, and there is no effective registration statement for the offering of the shares underlying the rights, the rights may expire worthless.
- The grant of registration rights to our sponsor and holders of our private placement units may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares.
- We are not required to obtain an opinion from an independent investment banking or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
- We may issue additional ordinary shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present other risks.
- We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.
- We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.
- Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
- We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.
- Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
- Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
- Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
- Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
- Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
- We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
- Since our sponsor, officers and directors will lose their entire investment in us and may not be eligible to be reimbursed for their out-of-pocket expenses if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
- We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
- We may only be able to complete one business combination with the proceeds of the IPO and the sale of the private placement units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
- We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
- We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree.
- Investors may view our units as less attractive than those of other blank check companies.
- In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
- Certain agreements related to the IPO may be amended without shareholder approval.
- We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
- Our sponsor paid an aggregate of $25,000, or approximately $0.01 per founder share, and, accordingly, you will experience immediate and substantial dilution upon the purchase of our ordinary shares.
- The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.
- Due to the low price our sponsor paid for the founder shares, our sponsor stands to make a substantial profit even if a Business Combination subsequently declines in value or is unprofitable for our Public Shareholders.
- Our rights agreement with our transfer agent designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our rights, which could limit the ability of rights holders to obtain a favorable judicial forum for disputes with our company.
- We may amend the terms of the rights in a manner that may be adverse to holders of public rights with the approval by the holders of a majority of the then issued and outstanding rights.
- Our rights and founder shares may have an adverse effect on the market price of our ordinary shares and make it more difficult to effectuate our initial business combination.
- A market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
- Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
- We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
- Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.
- Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our ordinary shares and could entrench management.
- Cyber incidents or attacks could result in information theft, data corruption, operational disruption and/or financial loss.
- We are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
- After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.
- Risks Related to Acquiring or Operating Businesses in the PRC
- Although we do not currently operate in the PRC, individuals, including chief financial officer and majority of our directors, have significant ties with the PRC, and the Chinese government could on that basis determine to intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our common stock or a material adverse effect on our ability to search for, negotiate and complete an initial business combination.
- If an initial business combination target or we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter, which could harm our business operations, the business combination transactions and our reputation and could result in a loss of your investment in our securities, especially if such matter cannot be addressed and resolved favorably.
- Though we affirmatively exclude as an initial business combination target any company with financial statements audited by an accounting firm that the PCAOB is unable to inspect for two consecutive years, we cannot assure you that certain existing or future U.S. laws and regulations may restrict or eliminate our ability to complete a business combination with certain companies, particularly those target companies in China.
- The fact that our sponsor has substantial ties with non-U.S. individuals could impact our ability to complete our initial business combination.
- Recent regulatory actions by the Chinese government with respect to foreign capital efforts and activities, including business combinations with offshore shell companies such as SPACs, may adversely impact our ability to consummate a business combination with a China based entity or business, or materially impact the value of our securities following any such business combination.
- The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.
- The VIE structure may expose us to additional PRC legal Issues and adversely affect control over future operations.
- If the PRC government determines that the contractual arrangements constituting part of any future VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, we may be unable to assert our contractual rights over the assets of the VIEs constituting the combined company, and our ordinary shares may decline in value or become worthless.
- PRC regulations regarding acquisitions impose significant regulatory approval and review requirements, which could make it more difficult for us to timely complete such acquisitions, or complete them at all.
Legal proceedings
As of December 31, 2025, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 2Yahoo FinanceFSHP quote
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- 10SEC EDGARCui Shan, Board member
- 11SEC EDGARLiu Pai, Board member
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- 13SEC EDGARListing notice or transfer
- 14SEC EDGARChange of auditor
- 15SEC EDGAROther events
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- 17SEC EDGAROther events
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- 19SEC EDGAROther events
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- 22SEC EDGARNew debt or obligation
- 23SEC EDGARShareholder vote
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