Flag Ship Acquisition Corp (FSHP) News & EventsFSHPFlag Ship Acquisition Corp

Flag Ship Signs Merger Agreement with Bluechip

Flag Ship Acquisition announced that it has signed an Agreement and Plan of Merger with Bluechip & Co. Holdings, a Cayman Islands exempted company, Bluechip Holdings Corp., a newly formed Cayman Islands exempted company and wholly owned subsidiary of Flag Ship, and Bluechip Merger Sub, a newly formed Cayman Islands exempted company and wholly owned subsidiary of Purchaser. Upon completion of the transactions contemplated by the Merger Agreement, Flag Ship will merge with and into Purchaser, with Purchaser surviving as the publicly traded parent company. Immediately thereafter, Merger Sub will merge with and into Bluechip, with Bluechip surviving as a wholly owned subsidiary of Purchaser. Upon Closing, the holders of Bluechip's issued and outstanding Class A ordinary shares and Class B ordinary shares, other than excluded shares specified in the Merger Agreement, will have their Bluechip shares cancelled in exchange for the right to receive their respective pro rata portions of an aggregate of 40,000,000 Purchaser ordinary shares, as set forth in the shareholder allocation schedule to the Merger Agreement. The transaction reflects a Company Net Value of $400M. At the SPAC Merger Effective Time, each Flag Ship ordinary share issued and outstanding immediately before such time will automatically convert into one Purchaser ordinary share. Each Flag Ship unit will automatically separate into one Flag Ship ordinary share and one Flag Ship right; each such ordinary share will convert into one Purchaser ordinary share and each such right will be exchanged for a Purchaser right in accordance with the terms of the applicable rights agreement. At Closing, each Purchaser right will be cancelled in exchange for one-tenth of one Purchaser ordinary share, with no fractional shares issued. The Merger Agreement provides that Bluechip will fund, as non-interest-bearing expense loans, certain documented transaction expenses incurred by or on behalf of Flag Ship and the other Purchaser Parties from and after the LOI Date, including Trust Account extension payments, legal, accounting, audit, financial-advisory, filing, listing, transfer-agent, SEC, Nasdaq and other transaction-related costs. The expense loans will not be due or payable before June 20, 2027 and, if the Acquisition Merger is consummated, will be cancelled and eliminated as intercompany obligations as provided in the Merger Agreement. Immediately after the SPAC Merger Effective Time, Purchaser's board of directors is expected to consist of five directors, including one director designated by Flag Ship, one director designated by Bluechip, and three directors expected to satisfy Nasdaq independence requirements. The officers of Bluechip are expected to become the officers of Purchaser, in each case subject to the Merger Agreement and applicable law. The closing conditions of the Mergers include, among others, the approval of the Mergers and related matters by Flag Ship shareholders; Bluechip shareholder approval of the Acquisition Merger; execution and delivery of the additional agreements contemplated by the Merger Agreement; and the receipt of applicable permits and governmental approvals.

Flag Ship Signs Merger Agreement with Bluechip

Flag Ship Acquisition announced that it has signed an Agreement and Plan of Merger with Bluechip & Co. Holdings, a Cayman Islands exempted company, Bluechip Holdings Corp., a newly formed Cayman Islands exempted company and wholly owned subsidiary of Flag Ship, and Bluechip Merger Sub, a newly formed Cayman Islands exempted company and wholly owned subsidiary of Purchaser. Upon completion of the transactions contemplated by the Merger Agreement, Flag Ship will merge with and into Purchaser, with Purchaser surviving as the publicly traded parent company. Immediately thereafter, Merger Sub will merge with and into Bluechip, with Bluechip surviving as a wholly owned subsidiary of Purchaser. Upon Closing, the holders of Bluechip's issued and outstanding Class A ordinary shares and Class B ordinary shares, other than excluded shares specified in the Merger Agreement, will have their Bluechip shares cancelled in exchange for the right to receive their respective pro rata portions of an aggregate of 40,000,000 Purchaser ordinary shares, as set forth in the shareholder allocation schedule to the Merger Agreement. The transaction reflects a Company Net Value of $400M. At the SPAC Merger Effective Time, each Flag Ship ordinary share issued and outstanding immediately before such time will automatically convert into one Purchaser ordinary share. Each Flag Ship unit will automatically separate into one Flag Ship ordinary share and one Flag Ship right; each such ordinary share will convert into one Purchaser ordinary share and each such right will be exchanged for a Purchaser right in accordance with the terms of the applicable rights agreement. At Closing, each Purchaser right will be cancelled in exchange for one-tenth of one Purchaser ordinary share, with no fractional shares issued. The Merger Agreement provides that Bluechip will fund, as non-interest-bearing expense loans, certain documented transaction expenses incurred by or on behalf of Flag Ship and the other Purchaser Parties from and after the LOI Date, including Trust Account extension payments, legal, accounting, audit, financial-advisory, filing, listing, transfer-agent, SEC, Nasdaq and other transaction-related costs. The expense loans will not be due or payable before June 20, 2027 and, if the Acquisition Merger is consummated, will be cancelled and eliminated as intercompany obligations as provided in the Merger Agreement. Immediately after the SPAC Merger Effective Time, Purchaser's board of directors is expected to consist of five directors, including one director designated by Flag Ship, one director designated by Bluechip, and three directors expected to satisfy Nasdaq independence requirements. The officers of Bluechip are expected to become the officers of Purchaser, in each case subject to the Merger Agreement and applicable law. The closing conditions of the Mergers include, among others, the approval of the Mergers and related matters by Flag Ship shareholders; Bluechip shareholder approval of the Acquisition Merger; execution and delivery of the additional agreements contemplated by the Merger Agreement; and the receipt of applicable permits and governmental approvals.

Flag Ship Acquisition Signs Letter of Intent with Bluechip

Flag Ship Acquisition announced that it has entered into a binding letter of intent with Bluechip in connection with a proposed business combination. The letter of intent includes binding provisions regarding exclusivity and other related transaction provisions governing the parties' negotiations during the proposed transaction process. The proposed transaction remains subject to due diligence, negotiation and execution of definitive agreements, satisfaction of customary closing conditions, and approval by the boards and shareholders of the relevant parties. The proposed transaction contemplates that the company or a successor public company will acquire 100% of the equity interests of Bluechip through a share exchange, merger, consolidation or otherwise. The final structure for the transaction will be evaluated and mutually agreed by the parties. Based on preliminary discussions, Bluechip's implied equity valuation is expected to range between $300M and $400M. The LOI provides for an exclusive negotiation period, during which the company will conduct due diligence on Bluechip and the parties will negotiate the terms of a definitive merger agreement. The parties have agreed to a 90 day period of mutual exclusivity, which may be extended under certain conditions as specified in the LOI.