Flag Ship Acquisition (FSHP) lifts Whale promissory note to $2M, extends to 2026

Rhea-AI Filing Summary

Flag Ship Acquisition Corporation amended its unsecured promissory note with Whale Management Corporation, increasing the principal to $2,000,000 and extending the maturity to the earlier of December 31, 2026 or completion of its initial business combination.

The note, originally issued on August 30, 2024 for up to $1,000,000 and raised to $1,200,000 on August 21, 2025, continues to bear no interest and remains subject to customary events of default. The Second Amended Note was issued in a private transaction relying on Section 4(a)(2) of the Securities Act.

Insights

Capital structure analyst

Flag Ship boosts related-party loan to $2M, extending runway.

Flag Ship Acquisition Corporation increased its unsecured promissory note with Whale Management Corporation from $1,200,000 to $2,000,000 and pushed the maturity to the earlier of December 31, 2026 or its initial business combination. The note remains non‑interest‑bearing and unsecured.

This structure provides additional funding flexibility without stated cash interest costs, which can help the SPAC cover ongoing expenses while it pursues a transaction. However, the note is callable upon customary events of default, so continued compliance with its terms remains important.

The reliance on a Section 4(a)(2) exemption confirms this was a private financing between the company and Whale. Future filings describing progress toward an initial business combination or further changes to sponsor financing will show how this added borrowing capacity is used.

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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

January 28, 2026

Date of Report (Date of earliest event reported)

FLAG SHIP ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		001-42138		00-0000000 N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

26 Broadway, Suite 934

New York, New York 10004

(Address of Principal Executive Offices, and Zip Code)

(646)-362-0256

Registrant’s Telephone Number, Including Area Code

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communication 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Promissory Note

On August 30, 2024, Flag Ship Acquisition Corporation (the “Company”) issued an unsecured promissory note (the “Original Note”) in the principal amount of up to $1,000,000 to Whale Management Corporation (“Whale”). The Original Note did not bear any interest and had a maturity date of the earlier of: (i) December 31, 2025 or (ii) the date on which the Company consummates its initial business combination. The Original Note was subject to customary events of default, the occurrence of certain of which would entitle Whale to declare, by written notice to Company, the unpaid principal balance of the Original Note and all other sums payable with regard to the Original Note becoming immediately due and payable.

On August 21, 2025, the Company and Whale agreed to amend and restate the Original Note to solely raise the principal balance from $1,000,000 to $1,200,000 (the “Amended Note”). Other than the increased principal amount, the Amended Note has the same terms as the Original Note.

On January 28, 2026, the Company and Whale agreed to amend and restate the Amended Note (the “Second Amended Note”). to raise the principal balance from $1,200,000 to $2,000,000 and extend the maturity date thereof to be the earlier of: (i) December 31, 2026 or (ii) the date on which the Company consummates its initial business combination. Other than the foregoing terms, the Second Amended Note has the same terms as the Amended Note.

The issuance of the Amended Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of the Second Amended Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Amended Note.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
10.1		Promissory Note, dated January 28, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	Flag Ship Acquisition Corporation
Dated: January 29, 2026	By:	/s/ Matthew Chen
	Name:	Matthew Chen
	Title:	Chief Executive Officer

2

FAQ

What did Flag Ship Acquisition Corporation (FSHP) change in its promissory note?

Flag Ship Acquisition Corporation amended its promissory note to increase the principal to $2,000,000 and extend the maturity. The Second Amended Note with Whale Management Corporation keeps the same unsecured, non‑interest‑bearing structure and customary default terms while providing higher borrowing capacity and a later end‑2026 maturity trigger.

How much can Flag Ship Acquisition Corporation (FSHP) borrow under the updated note?

Under the Second Amended Note, Flag Ship can borrow up to $2,000,000 from Whale Management Corporation. This represents an increase from the prior $1,200,000 limit and the original $1,000,000 capacity, giving the company greater flexibility to fund expenses while it seeks an initial business combination.

When does Flag Ship Acquisition Corporation’s amended promissory note mature?

The amended promissory note matures on the earlier of December 31, 2026 or the completion of Flag Ship’s initial business combination. This extends the earlier maturity, which had been tied to December 31, 2025, while preserving the business-combination trigger as an alternative end date.

Does Flag Ship Acquisition Corporation’s promissory note with Whale bear interest?

The promissory note between Flag Ship Acquisition Corporation and Whale Management Corporation does not bear any interest. That interest-free feature applied to the original $1,000,000 note, the $1,200,000 Amended Note, and continues under the Second Amended Note with the higher $2,000,000 principal balance.

How was the Second Amended Note of Flag Ship Acquisition Corporation issued under securities laws?

The Second Amended Note was issued under an exemption from registration in Section 4(a)(2) of the Securities Act of 1933. This indicates the transaction was a private offering to Whale Management Corporation rather than a public securities issuance requiring registration with the SEC.

What are the key historical changes to Flag Ship Acquisition Corporation’s note with Whale?

The note began on August 30, 2024 at $1,000,000, rose to $1,200,000 on August 21, 2025, and now stands at $2,000,000. Throughout these changes, it has remained unsecured, non‑interest‑bearing, and tied to the earlier of a fixed date or initial business combination.