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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2026
Flag Ship Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42138 |
|
00-0000000 N/A |
(State or other jurisdiction of incorporation) |
|
(Commission File
Number) |
|
(IRS
Employer Identification No.) |
26 Broadway, Suite 934
New York, New York |
|
10004 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (646) 362-0256
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Ordinary Share, $0.001 par value, and one right |
|
FSHPU |
|
The Nasdaq Stock Market LLC |
| Ordinary Shares, $0.001 par value |
|
FSHP |
|
The Nasdaq Stock Market LLC |
| Rights
to receive one-tenth (1/10th) of one Ordinary Share |
|
FSHPR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
Item 5.07 |
Submission
of Matters to a Vote of Security Holdings |
On
November 6, 2026, Flag Ship Acquisition Corp. (the “Company”) held an annual general meeting of shareholders (the “Annual General Meeting”). Holders of 2,853,595 ordinary
shares of the Company held as of record as of September 10, 2026, the record date for the Annual General Meeting, were present in person
or by proxy, representing approximately 81.10% of the shares issued and outstanding and entitled to vote at the Annual General Meeting,
which present a quorum. At the Annual General Meeting, holders of the Company’s outstanding ordinary shares in attendance (represented
in person or by proxy) voted on three proposals presented, the Director Election Proposal, the Auditor Ratification Proposal and the
Adjournment Proposal, each as described in the proxy statement dated September 23, 2026 (“AGM Proxy Statement”).
Capitalized
terms used, but not otherwise defined, herein have the meaning given to them in the AGM Proxy Statement.
Proposal
No. 1 – The Director Election Proposal
The
Company’s shareholders approved the Director Election Proposal, a proposal to approve the election of four directors to serve as
members of the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have
been elected and qualified:
This
proposal has been approved by the following votes:
| |
For |
Withheld |
Broker Non-Votes |
| Matthew
Chen |
2,775,209 |
994 |
77,392 |
| Shan
Cui |
2,655,204 |
120,999 |
77,392 |
| Pai
Liu |
2,655,204 |
120,999 |
77,392 |
| Wen
He |
2,655,204 |
120,999 |
77,392 |
Proposal
No. 2 – The Auditor Ratification Proposal
The
Company’s shareholders approved the Auditor Ratification Proposal, a proposal to ratify the appointment of Wei, Wei & Co.,
LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. This proposal has been approved
by the following votes:
| For |
Against |
Abstain |
| 2,852,601 |
994 |
0 |
Proposal
No. 3 – The Adjournment Proposal
Proposal
3, the Adjournment Proposal, was a proposal to approve, by ordinary resolution, the adjournment of the Annual General Meeting to a later
date or dates, if necessary, to permit the further solicitation and vote of proxies if there are not sufficient votes to approve Proposal
1 and Proposal 2 presented at the Annual General Meeting.
As
there were sufficient votes to approve the Director Election Proposal and the Auditor Ratification Proposal, the Adjournment Proposal
was not presented to the shareholders at the Annual General Meeting.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
| Dated: November 9, 2026 |
FLAG SHIP ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Matthew Chen |
| |
Name: |
Matthew Chen |
| |
Title: |
Chief Executive Officer |