Flag Ship Acquisition Corp Announces Merger with Bluechip & Co. Holdings

What Happened

• On September 15, 2026 Flag Ship Acquisition Corporation (the SPAC/Parent) entered into a definitive Agreement and Plan of Merger to combine with Bluechip & Co. Holdings (Bluechip). The deal contemplates two sequential Cayman Islands mergers: (1) Parent will merge into Purchaser (Bluechip Holdings Corp.), making Purchaser the publicly traded parent; and (2) a Merger Sub will merge into Bluechip, making Bluechip a wholly owned subsidiary of Purchaser. Ming Zhang is the Principal Shareholders’ Representative for Bluechip.

Key Details

• Closing consideration: Bluechip shareholders (other than exclusions) will receive a pro rata share of 40,000,000 Purchaser ordinary shares (aggregate implied Company Net Value of $400,000,000 at $10.00 per share). No fractional shares will be issued.
• Parent securities treatment: Parent ordinary shares convert 1-for-1 into Purchaser ordinary shares; Parent rights will be cancelled at Closing in exchange for 0.1 Purchaser ordinary share each (fractions rounded down).
• Governance and approvals: After closing the Purchaser board is expected to have five directors (Parent designates one, Bluechip designates Ming Zhang, three independent directors). Closing requires a Form F‑4 registration statement, Parent and Bluechip shareholder approvals, Nasdaq listing approval, and other customary conditions.
• Transaction costs and financing: Bluechip will fund reasonable documented out-of-pocket transaction expenses as non‑interest-bearing “Expense Loans” to Parent (evidenced by a promissory note), not due before June 20, 2027; if the Acquisition Merger is completed those loans will be cancelled as intercompany obligations.

Why It Matters

• The agreement, if completed, will create a combined public company in which Bluechip shareholders will hold an aggregate of 40 million Purchaser shares (implying $400M at $10/share) and Parent public shareholders will either convert into Purchaser shares or have redemption rights under the SPAC’s charter. Completion is contingent on typical regulatory, shareholder and listing approvals (including Nasdaq), so the deal is not final until conditions are met. Investors should note the conversion mechanics, the expected post‑closing board composition, the required Form F‑4 filing, and the Expense Loan arrangement disclosed in the 8‑K.