NEW
YORK, Oct. 22, 2024 /PRNewswire/ -- Flag Ship
Acquisition Corporation (NASDAQ: FSHP) (the "Company" or "Flag Ship"), a
publicly-traded special purpose acquisition company (SPAC),
announced that it has signed a definitive merger agreement with
Great Rich Technologies Limited (KOSDAQ: 900290) ("GRT") and GRT
Merger Star Limited ("Merger Sub"). Upon completion of the merger,
shareholders of Flag Ship will receive American Depositary Shares
("ADSs") of GRT and Flag Ship will be merged into the Merger Sub, a
wholly-owned subsidiary of GRT. Completion of the merger will be
subject to customary closing conditions, including that GRT ADSs
will be approved to be listed and tradable on Nasdaq.
GRT, a Hong Kong entity, has
been in the business of developing and mass producing various
optoelectronic products for more than a decade. It is publicly
listed in South Korea, and has
been pursuing expansion with multiple new factories and production
line projects in China in recent
years.
Mr. Matthew Chen, Chief Executive Officer of Flag Ship
remarked, "We are truly excited about the merger with the GRT
Companies. Our team explored a broad range of industries, and
determined that the transaction with the GRT Companies would
provide the greatest value to our shareholders. GRT is a strong
player in the field of optoelectronic products in China and globally. We are impressed by the
GRT management team's track record in optoelectronic industry. We
are very excited about the future prospects of the combined
company."
Mr. Yongnan Zhou, the
Chairman of GRT, stated, "the merger with Flag Ship is another
major step that GRT has taken in its growth history. GRT aims to
become one of the leading companies in the field of optoelectronics
globally and achieving this milestone will empower GRT to continue
our great efforts to achieve our goals."
Transaction Details
Upon closing, Flag Ship will merge with and into the Merger Sub.
By virtue of the merger and without any action of the part of
Flag Ship, the Merger Sub, or any other person, each ordinary share
of Flag Ship (each a "Flag Ship Share") issued and outstanding
immediately prior to the effective time of the merger (the
"Effective Time"), excluding Flag Ship Shares held by GRT and
dissenting Flag Ship Shares, if any, will be automatically
cancelled, extinguished and exchanged for the right to receive,
immediately upon consummation the merger, one (1) ordinary share of
GRT (such shares of GRT, collectively, "GRT Ordinary Shares")
payable in American Depositary Shares of GRT ("GRT ADSs") for each
such Flag Ship Share issued and outstanding immediately prior to
the Effective Time (the "Per Share Merger Consideration"); and each
right to receive one-tenth (1/10th) of a Flag Ship Share
at the consummation of a business combination of Flag Ship (a "Flag
Ship Right") that is outstanding immediately prior to the Effective
Time will be cancelled, extinguished and exchanged for the right to
receive, immediately upon the consummation of the merger, GRT
Ordinary Shares, payable in GRT ADSs in an amount equal to (in each
case, as rounded down to the nearest whole number) the product of
(a) the Per Share Merger Consideration, multiplied by (b) the
number of Flag Ship Shares that the holder of the cancelled Flag
Ship Right (the "Flag Ship Rights Holder") would have been entitled
to receive assuming satisfaction of the terms and conditions
of such Flag Ship Right, multiplied by (c) the ADS exchange rate of
rate of one (1) GRT Ordinary Share per one (1) GRT ADS (the "ADS
Exchange Rate") (the "Rights Merger Consideration").
The aggregate consideration payable to pursuant to the Merger
Agreement to the shareholders of Flag Ship entitled thereto shall
consist of that number of GRT Ordinary Shares payable in GRT
ADSs that is equal to (i) the Per Share Merger Consideration
multiplied by the number of Flag Ship Shares registered in the name
of those shareholders of Flag Ship immediately prior to the
Effective Time, multiplied by the ADS Exchange Rate, plus (ii) the
Rights Merger Consideration, as described above.
The closing conditions of the merger include, among others, the
approval of the merger by Flag Ship's existing shareholders and
approvals from GRT shareholders, and the approval for listing of
GRT's ADSs on the Nasdaq Stock Market.
From the date of execution of the merger agreement through the
closing, Flag Ship shall use all reasonable efforts to remain as a
public company on, and for its securities to be tradable over the
Nasdaq Global Market. GRT shall use all reasonable efforts to apply
for a listing of GRT ADSs on, and for GRT ADSs to be tradable over,
the Nasdaq stock market.
Becker & Poliakoff P.A. and Ogier are acting as legal
counsel to Flag Ship. Miller Canfield Paddock and Stone P.L.C.
and Appleby are acting as legal counsel to the GRT Companies.
The description of the transaction contained herein is only a
summary and is qualified in its entirety by reference to the
definitive agreements relating to the transaction, a copy of which
will be filed by Flag Ship with the Securities and Exchange
Commission (the "SEC") as exhibits to a Current Report on Form
8-K.
About Flag Ship Acquisition Corporation
Flag Ship is a blank check company, also commonly referred to as
a Special Purpose Acquisition Company, or SPAC, formed for the
purpose of acquiring, engaging in a share exchange, share
reconstruction and amalgamation, purchasing all or substantially
all of the assets of, entering into contractual arrangements, or
engaging in any other similar business combination with one or more
businesses or entities. Flag Ship's efforts to identify a target
business have not been limited to a particular industry or
geographic region. Flag Ship is sponsored by Whale Management
Corporation, a BVI business company with limited liability.
About Great Rich Technologies Limited
Founded in 2012, GRT is a leader in the development and
mass production of optoelectronic products. It develops,
manufactures, and markets Casting Polypropylene (CPP) and
Polyethylene Terephthalate (PET) Films for consumer electronics.
The Company also produces 3D and Blue Light Block films. It is a
publicly listed entity in South
Korea.
For more information, refer to https://en.tonglioptech.com/.
No Offer or Solicitation
This press release is being made in respect of a proposed
business combination involving GRT, the Merger Sub and Flag Ship.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy or subscribe for any securities or
a solicitation of any vote or approval nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
Additional Information about the Transaction and Where to
Find it
The proposed transaction will be submitted to the shareholders
of GRT and Flag Ship for their consideration. GRT intends to file
with the SEC a Registration Statement on Form F-4 (as may be
amended from time to time, the "Registration Statement") that will
include a preliminary prospectus with respect to GRT's ordinary
shares and ADSs to be issued in the proposed transaction and a
proxy statement of Flag Ship in connection with the merger. After
the Registration Statement is declared effective, Flag Ship will
mail a definitive proxy statement/prospectus relating to the
transaction to its shareholders as of a record date to be
established for voting on the proposed transaction. The information
in the preliminary proxy statement/prospectus is not complete and
may be changed. GRT may not sell the ordinary shares referenced in
the proxy statement/prospectus until the Registration Statement on
Form F-4 becomes effective. The Registration Statement, including
the proxy statement/prospectus contained therein, when declared
effective by the SEC, will contain important information about the
transaction and the other matters to be voted upon at a meeting of
Flag Ship's shareholders to be held to approve the transaction and
related matters. This communication does not contain all of
the information that should be considered concerning the
transaction and other matters and is not intended to provide the
basis for any investment decision or any other decision in respect
to such matters. GRT and Flag Ship also plan to file other
documents with the SEC regarding the proposed transaction.
This press release is not a substitute for any prospectus, proxy
statement or any other document that GRT or Flag Ship may file with
the SEC in connection with the proposed transaction. Investors and
security holders are urged to read the proxy statement/prospectus
and any other relevant documents that will be filed with the SEC
carefully and in their entirety when they become available because
they will contain important information about the proposed
transaction. You may obtain copies of all documents filed with the
SEC regarding this transaction, free of charge, at the SEC's
website (www.sec.gov). In addition, investors and security
holders will be able to obtain free copies of the proxy
statement/prospectus (when they become available) and other
documents filed with the SEC without charge, at the SEC's website
(www.sec.gov) or by calling 1-800-SEC-0330.
Participants in the Solicitation
Flag Ship and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies from Flag Ship's shareholders with respect to the proposed
transaction. Information regarding Flag Ship's directors and
executive officers is available in its final prospectus related to
its initial public offering, dated June 17,
2024, and in Flag Ship's subsequent filings with the SEC.
Additional information regarding the participants in the
proxy solicitation relating to the proposed transaction and a
description of their direct and indirect interests will be
contained in the proxy statement when it becomes available.
GRT and its directors and executive officers as well as those of
Merger Sub may also be deemed to be participants in the
solicitation of proxies from the shareholders of Flag Ship in
connection with the proposed transaction. A list of the names of
such directors and executive officers and information regarding
their interests in the proposed transaction will be included in the
proxy statement for the proposed transaction when available.
Forward-Looking Statements
This press release and the exhibits hereto include
"forward-looking statements" within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995 and within the meaning of Section 27a of the Securities Act of
1933, as amended, and Section 21e of the Securities Exchange Act of
1934, as amended. Any actual results may differ from expectations,
estimates and projections presented or implied and, consequently,
you should not rely on these forward-looking statements as
predictions of future events. Words such as "expect," "estimate,"
"project," "budget," "forecast," "anticipate," "intend," "plan,"
"may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, FSHP's expectations with
respect to future performance, anticipated financial impacts of the
proposed business combination, approval of the business combination
transactions by security holders, the satisfaction of the closing
conditions to such transactions and the timing of the completion of
such transactions.
Such forward-looking statements relate to future events or
future performance, but reflect the parties' current beliefs, based
on information currently available. Most of these factors are
outside the parties' control and are difficult to predict. A number
of factors could cause actual events, performance or results to
differ materially from the events, performance and results
discussed in the forward-looking statements. Factors that may cause
such differences include, among other things: (a) the possibility
that the business combination does not close or that the closing
may be delayed because conditions to the closing may not be
satisfied, including the receipt of requisite shareholder and other
approvals, the performances of Flag Ship and GRT, and the ability
of Flag Ship or, after the closing of the transactions, the
combined company, to continue to meet the Nasdaq Stock Market's
listing standards; (b) the reaction of GRT's licensors,
collaborators, service providers or suppliers to the business
combination; (c) unexpected costs, liabilities or delays in the
business combination transaction; (d) the outcome of any legal
proceedings related to the transaction; (e) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the business combination transaction agreement; (f)
general economic conditions; (g) changes to the proposed structure
of the business combination that may be required or appropriate as
a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the business combination; (h) the
risk that the business combination disrupts current plans and
operations of GRT as a result of the announcement and consummation
of the transactions described herein; (i) the ability to recognize
the anticipated benefits of the business combination, which may be
affected by, among other things, competition, the ability of GRT to
grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key
employees; (j) changes in applicable laws or regulations, including
legal or regulatory developments (including, without limitation,
accounting considerations) which could result in unforeseen delays
in the timing of the business combination and negatively impact the
attractiveness of the business combination to investors; and (k)
other risks and uncertainties indicated from time to time in the
final prospectus of Flag Ship relating to its initial public
offering filed with the SEC, including those under "Risk Factors"
therein, and other documents filed or to be filed with the SEC by
Flag Ship. Copies are available on the SEC's website at
www.sec.gov.
The foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors are contained
in Flag Ship's most recent filings with the SEC. All subsequent
written and oral forward-looking statements concerning Flag Ship
and GRT, the business combination transactions described herein or
other matters and attributable to Flag Ship, GRT, or their
respective shareholders or any person acting on behalf of any of
them are expressly qualified in their entirety by the cautionary
statements above. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. Except as required by law, neither Flag Ship, GRT, nor
their respective shareholders undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in their
expectations or any change in events, conditions or circumstances
on which any such statement is based.
Contact:
Matthew Chen
Phone: (212) 884-2667
Email: mchen@flagshipac.com
Flag Ship Acquisition Corporation
Related Links
http://en.tonglioptech.com/
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SOURCE Flag Ship Acquisition Corporation