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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
September
19, 2025
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.
On August 26, 2025, Flag Ship
Acquisition Corporation (the “Company”) elected to extend the date by which it has to consummate its initial business combination
by one (1) month, from September 20, 2025 to October 20, 2025, subject to the Company’s sponsor (or its designee) depositing additional
funds into the trust account (the “Trust Account”). The Company is permitted a total nine (9) one month extension periods,
to June 20, 2026, to complete its initial business combination, subject to the Sponsor depositing additional amounts into the Trust Account.
On September 19, 2025, Whale Management Corporation (the “Sponsor”) caused the first monthly extension fee of $60,000 to
be deposited into the Trust Account.
On September 23, 2025, the Company issued a press release announcing the first extension of the period
of time the Company has to consummate its initial business combination from September 20, 2025 to October 20, 2025. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item
9.01. |
Financial
Statement and Exhibits. |
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated September 23, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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:
September 23, 2025 |
By: |
/s/
Matthew Chen |
| |
Name: |
Matthew
Chen |
| |
Title: |
Chief
Executive Officer |
