Matthew Chen

About Matthew Chen

Matthew Chen, age 54, serves as FSHP’s Chairman and Chief Executive Officer (CEO) and has been a director since February 2021; he holds a BS from Florida State University and an MS in Computer Science from New York University . Prior roles span derivatives leadership at JPMorgan (London and Hong Kong), Bear Stearns equity derivatives product development, and operating/financing roles in SPACs and private companies, providing extensive capital markets and transaction experience . FSHP discloses no executive cash compensation for 2025 and is pre-business combination; thus company-level TSR, revenue and EBITDA performance metrics tied to Mr. Chen are not disclosed at this stage .

Past Roles

External Roles

Fixed Compensation

FSHP states no cash compensation or fees of any kind will be paid to founders, management team, or affiliates prior to effecting the initial business combination; only out-of-pocket expense reimbursement is available .

Performance Compensation

• Clawback policy: FSHP adopted an executive compensation clawback policy per SEC/Nasdaq Listing Rule 5608, enabling mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers within a three-fiscal-year lookback in the event of an accounting restatement, regardless of misconduct .

Equity Ownership & Alignment

• Founder/private placement lock-up and release mechanics: Sponsor agreed not to transfer the Private Placement Units (and founder shares) until (1) with respect to 50% of founder shares, the earlier of six months post-business combination or once the share price equals/exceeds $12.50 for any 20 trading days within any 30-trading-day period post-combination; and (2) the remaining 50% six months after completion of the business combination (or earlier upon certain liquidity events) .
• Pledging/hedging: No disclosure of any shares pledged as collateral or hedging by Mr. Chen; not disclosed in the proxy statements .

Employment Terms

Board Governance

• Board composition and independence: FSHP’s Board has four directors elected to two-year terms; three are independent (Shan Cui, Pai Liu, Wen He) under Nasdaq and SEC rules, with independent-only Audit and Compensation Committees per listing standards .
• Committees and chairs: Audit Committee—members Cui, Liu, He; chair Shan Cui and designated “audit committee financial expert” by Board . Compensation Committee—members Cui, Liu, He; chair Wen He; charter authorizes use of independent compensation consultants and requires consideration of advisor independence . Nominating Committee—members Cui, Liu, He; chair Pai Liu .
• Dual-role implications: Mr. Chen is both Chairman and CEO, which concentrates leadership power and may raise independence concerns; FSHP mitigates via majority-independent Board, independent-only committees, and independent director sessions .
• Lead Independent Director and executive session frequency: Lead Independent Director not disclosed; independent directors will have regularly scheduled meetings at which only independent directors are present .
• Board meeting attendance rate: Not disclosed .

Compensation & Incentives Analysis

• Pre-combination pay structure: No cash compensation or fees to founders/executives prior to consummation of the initial business combination; compensation post-combination will be decided by the combined company’s Board and disclosed thereafter .
• Equity alignment: Mr. Chen controls voting/disposal rights of Sponsor’s 1,963,000 shares; founders collectively owned 39.06% of shares as of Nov 12, 2025, giving significant influence over elections and major transactions (notably excluding business combination approval mechanics per charter) .
• Lock-up dynamics: Founder shares and Private Placement Units subject to time-and-price-based release, potentially moderating near-term insider selling pressure post-business combination until lock-ups lapse or price conditions are met .
• Clawback and governance controls: Adoption of clawback policy strengthens pay-for-performance alignment and recourse in the event of restatement, independent committees oversee executive compensation .

Risk Indicators & Red Flags

• Control/insider influence: Founders/officers/directors beneficially owned 39.06% as of the Nov 2025 record date; this block can effectively influence shareholder matters including director elections and significant transactions (other than approval of the initial business combination) .
• Conflicts of interest: Sponsor and insiders’ holdings and lock-up economics may differ from public shareholders; extensions and business combination decisions may be influenced by incentives to avoid founder stake becoming worthless .
• Going concern/liquidation risk: If monthly extension mechanisms are not approved/funded and FSHP fails to consummate a business combination by its deadline, it must redeem public shares and liquidate, causing founder/private shares to expire worthless .
• Compliance and audit oversight: Audit Committee is fully independent and chaired by a financial expert; related party transactions require Audit Committee review/approval, mitigating some governance risks .

Compensation Committee Analysis

• Composition: Three independent directors—Cui, Liu, He; chaired by Wen He .
• Advisor independence: Committee may retain compensation consultants or legal counsel; must assess advisor independence consistent with SEC/Nasdaq requirements .
• Scope: Oversees CEO and officer compensation, incentive/equity plans, perquisites, proxy disclosures, and director remuneration .

Director Service and Roles (Chen)

• Board service history: Chairman and Director since February 2021; standing for re-election with the slate of four directors .
• Committee memberships: Mr. Chen is not listed as a member of Audit, Compensation, or Nominating Committees, which are fully independent .
• Independence status: As CEO/Chairman, Mr. Chen is not independent under Nasdaq rules; Board maintains majority independence .

Equity Ownership Details and Trust Mechanics

• Sponsor extension funding incentives: FSHP sought shareholder approval to reduce monthly extension fees to the lesser of $60,000 or $0.033 per public share per month, to incentivize Sponsor to fund additional time to close the business combination (up to 24 months post-IPO), thereby avoiding liquidation .
• Trust account figures and redemption economics: Approximate trust balance was $72,281,179.39 as of the July 17, 2025 record date; anticipated pro rata redemption price of about $10.47 per share vs. $10.46 market price at that date, subject to liquidity and timing .
• Sponsor liability backstop: Sponsor agreed to be liable if certain third-party claims reduce trust funds below $10.00 per public share (subject to waivers/exclusions), aligning sponsor interests with trust protection .

Investment Implications

• Alignment: Mr. Chen’s controlled stake via Sponsor (1,963,000 shares; 39.06% as of Nov 2025) creates strong economic alignment to consummate a transaction and preserve founder equity value, but also concentrates governance power—monitor independent committee oversight and any post-combination compensation structure for balance .
• Near-term selling pressure: Founder/Private lock-up terms and price conditions should temper immediate post-de-SPAC selling; once lock-ups lapse, monitor Form 4 filings and any pledging/hedging disclosures for emerging selling pressure signals .
• Pay-for-performance visibility: With no pre-combination executive cash pay, tangible pay-performance linkage will only be established post-close; watch for disclosed metrics (revenue/EBITDA/TSR) and clawback-enabled incentive designs in first combined-company filings .
• Execution and timing risk: FSHP’s extension fee change was designed to facilitate closing; failure to extend/fund risks liquidation—position sizing should reflect binary outcome risk around business combination milestones and redemption dynamics .