Welcome to our dedicated page for Flag Ship Acquisition SEC filings (Ticker: FSHP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Flag Ship Acquisition Corp. filings document a Cayman Islands special purpose acquisition company and the securities registered for trading on Nasdaq, including units consisting of one ordinary share and one right, ordinary shares under FSHP and rights under FSHPR. Form 8-K reports cover material agreements, agreement terminations, direct financial obligations, deadline-extension events, capital-structure matters and continued-listing notices.
Proxy and periodic-report related filings describe shareholder voting mechanics, board election proposals, auditor ratification, adjournment authority, emerging growth company status and reporting compliance matters, including a Form 12b-25 notification for a delayed Form 10-K. The filings emphasize SPAC governance, security structure and material-event disclosure rather than operating-company revenue categories.
Flag Ship Acquisition Corp. (FSHP) reported that The Nasdaq Stock Market approved its application to transfer the listing of its ordinary shares, units and rights from the Nasdaq Global Market to the Nasdaq Capital Market. The move is intended to facilitate compliance with applicable Nasdaq listing standards.
The company’s securities (FSHP, FSHPU, FSHPR) are expected to begin trading on the Nasdaq Capital Market at the opening of business on September 2, 2026. The transfer does not affect the registration of these securities under the Securities Exchange Act of 1934, and Flag Ship Acquisition Corp. will remain subject to all periodic reporting requirements.
Flag Ship Acquisition Corp (FSHP) reported that Mizuho Securities USA LLC, a ten percent owner, executed a sale of 85,000 shares of Common Stock on 2026-08-17 in an open-market or private transaction at $11.23 per share. Following this transaction, the reporting holder directly owns 315,000 shares of FSHP common stock.
Flag Ship Acquisition Corp (FSHP) reported that Mizuho Securities USA LLC filed an initial statement of beneficial ownership on Form 3 as a ten percent owner. The filing lists direct ownership of 400,000 shares of Common Stock as of the reported date, with no buy or sell transaction indicated.
Flag Ship Acquisition Corporation, a Cayman Islands SPAC, reported net income of $184,954 for the quarter and $314,782 for the six months ended June 30, 2026, driven entirely by $585,461 of interest and dividends on $34,017,341 held in its Trust Account. Operating expenses were modest at $270,679 for the six months.
After substantial shareholder redemptions of $40.4M in August 2025 and $16.7M in June 2026, only 1,555,260 public ordinary shares remain subject to possible redemption. Cash outside the Trust Account was $1,300 with a working capital deficit of $2,061,322 and related-party promissory notes totaling $2,053,701, including $591,842 of extension loans. The SPAC has extended its combination deadline to June 20, 2027 and is in a 90-day exclusive negotiation period under a Letter of Intent with Bluechip & Co. Holdings, but no definitive agreement has been signed. Management discloses substantial doubt about the company’s ability to continue as a going concern if a business combination is not completed within the allowed period.
W. R. Berkley Corporation, together with subsidiary Berkley Insurance Company, reports that it no longer has any beneficial ownership of the ordinary shares of Flag Ship Acquisition Corporation. The filing lists 0 shares beneficially owned and a 0.0% ownership of the class.
The filing specifies that W. R. Berkley Corporation and Berkley Insurance Company each have 0 shares with sole or shared voting power and 0 shares with sole or shared dispositive power. The ownership is therefore reported as 5 percent or less of the class, with no remaining voting or dispositive authority over the issuer’s ordinary shares.
Flag Ship Acquisition Corporation replaced its external auditor. On July 20, 2026, the audit committee engaged Wei, Wei & Co., LLP as independent registered public accounting firm for the year ending December 31, 2026, and dismissed MaloneBailey LLP effective the same date.
The company states there were no disagreements or reportable events with MaloneBailey as defined in Regulation S‑K, other than previously disclosed material weaknesses in internal control over financial reporting, including inadequate segregation of duties and insufficient written policies and procedures. MaloneBailey’s reports for the years ended December 31, 2025 and 2024 contained an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern due to net capital deficiency, expected costs of financing and acquisition plans, and reliance on completing a business combination within a required time frame.
Flag Ship Acquisition Corporation extended the deadline to complete its initial business combination by one month, moving it from June 20, 2026 to July 20, 2026. The extension follows prior shareholder approval allowing up to twelve monthly extensions through June 20, 2027 if additional funds are deposited into the trust.
Under the trust agreement, each extension requires the sponsor to deposit the lesser of $60,000 or $0.033 per outstanding IPO share into the Trust Account. After 1,507,257 ordinary shares were redeemed at the June 11, 2026 Extraordinary General Meeting, the sponsor, Whale Management Corporation, deposited $51,482 on June 18, 2026 to fund the first extension.
Flag Ship Acquisition Corporation obtained shareholder approval to extend the deadline to complete its initial business combination. The company can now push the deadline up to twelve times, each for one month, from June 20, 2026 to June 20, 2027.
Under an amended Investment Management Trust Agreement, each monthly extension requires the sponsor or its affiliates to deposit the lesser of $60,000 or $0.033 per outstanding IPO ordinary share into the trust account. At the June 11, 2026 Extraordinary General Meeting, 5,025,517 ordinary shares were eligible to vote and 4,260,752 were represented, approving the extension by 2,993,175 votes for and 1,267,577 against.
In connection with the meeting, holders of 1,507,257 ordinary shares elected to redeem their shares for a pro rata portion of the funds held in the trust account, reducing the public float while leaving the SPAC additional time to seek a business combination.
Flag Ship Acquisition Corporation has regained full compliance with Nasdaq’s reporting rules. Nasdaq’s Listing Qualifications Department notified the company that it now meets Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic SEC reports.
Earlier notices in April and May 2026 cited late filings of the company’s Form 10-K for the year ended December 31, 2025 and Form 10-Q for the quarter ended March 31, 2026. After Flag Ship filed its March 31, 2026 Form 10-Q on June 5, 2026, Nasdaq confirmed compliance on June 8, 2026 and stated that the matter is closed. The company issued a press release on June 9, 2026 to announce this outcome.
Flag Ship Acquisition Corporation reported net income of $159,828 for the quarter ended March 31, 2026, driven by $290,462 of interest and dividends on its Trust Account, partly offset by $130,634 of formation, general and administrative expenses.
Cash outside the Trust Account was only $1,811 with a working capital deficit of $1,629,435, while $33,430,500 remained invested in the Trust Account. A related-party promissory note balance reached $1,540,219, including $300,000 of extension loans used to fund monthly extensions.
The company has 5,025,517 ordinary shares outstanding as of June 5, 2026 after prior redemptions of 3,837,483 shares for about $40.45M. Management discloses that the June 20, 2026 business combination deadline and reliance on an extension vote through June 20, 2027 raise substantial doubt about its ability to continue as a going concern.
After terminating a prior merger with Great Future Technology Inc., Flag Ship signed a 90-day exclusive Letter of Intent with Bluechip & Co. Holdings for a potential business combination, which remains subject to due diligence, definitive agreements, approvals and customary closing conditions.