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  4. [8-K] Flag Ship Acquisition Corp Reports Material Event

Flag Ship Acquisition (NASDAQ: FSHP) switches auditors amid control and going concern risks

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Going concern risk: The prior auditor’s reports for the years ended December 31, 2025 and 2024 included an explanatory paragraph citing substantial doubt about the company’s ability to continue as a going concern due to net capital deficiency and dependence on completing a business combination within a set period.
  • Material weaknesses in internal control: The company reported weaknesses including inadequate segregation of duties caused by limited personnel and insufficient written policies and procedures for accounting, IT, financial reporting and record keeping, indicating elevated control and reporting risk until remediated.

Filing Explained

The filing leaves the disclosed going-concern issue in place: at March 31, 2026, $1,811 of cash and equivalents equaled 4.7 days of the last reported operating cash use.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $1,811 / ($34,740 / 90) = [object Object]
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor change effective date July 20, 2026 Date the audit committee engaged Wei, Wei & Co., LLP and dismissed MaloneBailey LLP
New audit period Year ending December 31, 2026 Period for which Wei, Wei & Co., LLP was engaged as independent registered public accounting firm
Prior audited years Years ended December 31, 2025 and 2024 Fiscal years covered by MaloneBailey LLP’s reports with a going concern explanatory paragraph
Par value per Ordinary Share $0.001 Par value of Ordinary Shares and the Ordinary Share component of units listed on Nasdaq
Right-to-share ratio one-tenth (1/10) of one Ordinary Share Each listed right entitles the holder to receive this fraction of an Ordinary Share
independent registered public accounting firm financial
"engagement of Wei, Wei & Co., LLP as the Company’s new independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
material weaknesses in its internal control over financial reporting financial
"identified certain material weaknesses in its internal control over financial reporting"
going concern financial
"substantial doubt as to the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
segregation of duties financial
"relating to inadequate segregation of duties within account processes due to limited personnel"
Segregation of duties is the practice of splitting important financial and operational tasks among different people so no single person can both start, approve, and record the same transaction — like having one person ring up sales and another person deposit the money. For investors, it matters because this simple separation reduces the chance of mistakes or fraud, helps ensure financial reports are trustworthy, and lowers legal and reputation risk that can affect a company’s value.
reportable events regulatory
"there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K)"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What auditor change did Flag Ship Acquisition (FSHP) report?
Flag Ship Acquisition’s audit committee engaged Wei, Wei & Co., LLP as its independent registered public accounting firm for the year ending December 31, 2026, and dismissed MaloneBailey LLP, both effective July 20, 2026, with no stated disagreements under Regulation S‑K.

Did Flag Ship Acquisition (FSHP) report disagreements with MaloneBailey LLP?
The company reports no disagreements with MaloneBailey LLP on accounting principles, financial disclosures, or audit scope for 2024–2025 and through dismissal, as defined in Item 304(a)(1)(iv) of Regulation S‑K, and no reportable events other than previously disclosed control weaknesses.

What internal control weaknesses has Flag Ship Acquisition (FSHP) disclosed?
Flag Ship Acquisition disclosed material weaknesses in internal control over financial reporting, including inadequate segregation of duties due to limited personnel and a lack of sufficiently detailed written policies and procedures for accounting, IT, financial reporting and record keeping, as described in its 2025 annual report.

What going concern issues affect Flag Ship Acquisition (FSHP)?
MaloneBailey’s audit reports for 2024 and 2025 included an explanatory paragraph noting substantial doubt about FSHP’s ability to continue as a going concern, citing net capital deficiency, significant expected financing and acquisition costs, and dependence on completing a business combination within a prescribed period.

Did Flag Ship Acquisition (FSHP) consult Wei, Wei & Co., LLP before hiring them?
The company states that neither it nor anyone on its behalf consulted Wei, Wei & Co., LLP before engagement regarding accounting principles, potential audit opinions, internal control over financial reporting, or any matters involving disagreements or reportable events under Regulation S‑K.

What securities of Flag Ship Acquisition (FSHP) are listed on Nasdaq?
Flag Ship Acquisition lists units (Ordinary Share and right) under FSHPU, Ordinary Shares under FSHP, and rights to receive one-tenth (1/10) of an Ordinary Share under FSHPR, all on The Nasdaq Stock Market LLC.
false 0001850059 0001850059 2026-07-20 2026-07-20 0001850059 fshpu:UnitsEachConsistingOfOneOrdinaryShare0.001ParValueAndOneRightMember 2026-07-20 2026-07-20 0001850059 fshpu:OrdinaryShares0.001ParValueMember 2026-07-20 2026-07-20 0001850059 fshpu:RightsToReceiveOnetenth110thOfOneOrdinaryShareMember 2026-07-20 2026-07-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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

 

July 20, 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 4.01. Changes in Registrant’s Certifying Accountant.

 

On July 20, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Flag Ship Acquisition Corporation (the “Company”) approved the engagement of Wei, Wei & Co., LLP as the Company’s new independent registered public accounting firm for the year ending December 31, 2026, effective as of such date. In connection with the selection of Wei, Wei & Co., LLP, the Audit Committee dismissed MaloneBailey LLP (“MaloneBailey”) as the Company’s independent registered public accounting effective July 20, 2026.

 

During the years ended December 31, 2025 and 2024, and the subsequent period through the date of their dismissal, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused MaloneBailey to make reference to the subject matter of the disagreement in their reports.

 

During the fiscal years ending December 31, 2025 and December 31, 2024 and the subsequent period through the date of dismissal, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K). except that the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 identified certain material weaknesses in its internal control over financial reporting. The material weaknesses identified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 relating to (i) inadequate segregation of duties within account processes due to limited personnel, and (2) insufficient written policies and procedure for accounting, IT, financial reporting and record keeping.

 

The report of MaloneBailey on the Company’s balance sheets as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholder’s deficit and cash flows for the year ended December 31, 2025 and December 31, 2024, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that such report contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern because of the Company’s net capital deficiency and has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans, and its dependence on the completion of a business combination within a prescribed period of time.

 

The Company provided MaloneBailey with a copy of this Form 8-K and requested that MaloneBailey provides the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of MaloneBailey’s letter is furnished as Exhibit 16.1 to this Form 8-K.

 

During the years ended December 31, 2025 and 2024, and the subsequent period through the date of its engagement of Wei, Wei & Co., LLP, neither the Company nor anyone on its behalf has consulted Wei, Wei & Co., LLP with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or the effectiveness of internal control over financial reporting, where either a written report or oral advice was provided to the Company that Wei, Wei & Co., LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

1

 

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No.   Description
16.1   Letter from MaloneBailey LLP to the Securities & Exchange Commission dated July 20, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

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: July 21, 2026 By: /s/ Matthew Chen
  Name: Matthew Chen
  Title: Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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