Flag Ship Acquisition Corporation said it has agreed to merge with Bluechip & Co. Holdings in a $400 million deal that would take the latter public through a special purpose acquisition company transaction.
Flag Ship, which trades on NASDAQ under the tickers FSHP, FSHPU and FSHPR, is sponsored by Whale Management Corporation. Bluechip, a Cayman Islands company, provides insurance-related customer acquisition, financial education and referral services, U.S. capital markets advisory, AI-driven online advertising, and data center services.
Under the terms of the agreement, Flag Ship will merge with a newly formed subsidiary, and Bluechip will become a wholly owned subsidiary of the surviving entity. Bluechip shareholders will receive pro rata portions of 40 million ordinary shares in the combined company. Each Flag Ship ordinary share will convert into one share at closing, while its units will separate into ordinary shares and rights, with each right converting into one-tenth of an ordinary share.
Bluechip has agreed to provide non-interest-bearing loans to fund Flag Ship's transaction expenses, including trust account extension payments, legal, accounting and regulatory costs. These loans will not be due before June 20, 2027, and will be cancelled if the merger is completed.
The board of directors of the combined company is expected to consist of five directors: one designated by Flag Ship, one designated by Bluechip, and three expected to meet Nasdaq independence requirements. Ming Zhang, named as Bluechip's chief executive officer, is the designated board member representing Bluechip. Bluechip's officers are expected to become officers of the combined entity.
The deal requires approval from both Flag Ship and Bluechip shareholders, effectiveness of a registration statement on Form F-4 with the SEC, and approval for listing on The Nasdaq Capital Market.
