Flag Ship Acquisition Corporation (the "Company") (NASDAQ:FSHP), a special purpose acquisition company, today announced that it has entered into a binding letter of intent ("LOI") with Bluechip & Co. Holdings ("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 $300 million and $400 million. The LOI provides for an exclusive negotiation period, during which the Company will conduct comprehensive due diligence on Bluechip and the parties will negotiate the terms of a definitive merger agreement. The parties have agreed to a ninety (90) day period of mutual exclusivity, which may be extended under certain conditions as specified in the LOI.

Bluechip operates a cross-border financial services platform primarily focused on insurance-related customer acquisition, financial education, and referral services, complemented by advisory services related to U.S. capital markets transactions. Its platform is designed to connect individual clients with international insurance solutions while providing corporate clients and investors with access to U.S. capital markets opportunities across multiple jurisdictions. Bluechip's operations are currently organized into two primary business lines: (i) cross-border insurance-related services, which represent its principal source of revenue, and (ii) U.S. capital markets advisory services.

Matthew Chen, Chairman of Flag Ship Acquisition Corporation, commented: "We are pleased to enter into this binding letter of intent with Bluechip, a platform that we believe is well-positioned in the growing cross-border financial services market. We look forward to working closely with Bluechip's management team as we advance our due diligence and negotiate a definitive agreement."

Ming Zhang, Chairman and Founder of Bluechip & Co. Holdings, added: "This transaction represents an exciting opportunity to accelerate our growth and expand our access to global capital markets. We believe that partnering with Flag Ship will enhance our ability to serve clients across jurisdictions and strengthen our position in both insurance-related services and capital markets advisory services."