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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
August 21, 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.
|
Item 1.01. |
Entry into a Material Definitive Agreement. |
The information provided in Item 2.03 of this
Current Report on Form 8-K is incorporated by reference into this Item 1.01.
|
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.
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 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 5.07 | Submission of Matters to a Vote of Security Holdings |
On August 26, 2025, the Company
held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). Holders of 7,308,278 ordinary
shares of the Company held as of record as of July 17, 2025, the record date for the Extraordinary General Meeting, were present in person
or by proxy, representing approximately 82.46% of the shares issued and outstanding and entitled to vote at the Extraordinary General
Meeting, which present a quorum. At the Extraordinary General Meeting, holders of the Company’s outstanding ordinary shares in attendance
(represented in person or by proxy) voted on two proposals presented, the Extension Fee Reduction Proposal and the Adjournment Proposal,
each as described in the proxy statement dated August 5, 2025 (“EGM Proxy Statement”).
Capitalized terms used, but
not otherwise defined, herein have the meaning given to them in the EGM Proxy Statement.
Proposal No. 1 – The Extension Fee Reduction
Proposal
The Company’s shareholders
approved the Extension Fee Reduction Proposal, a proposal to approve by ordinary resolution, the reduction of the monthly fee payable
by the Company’s sponsor and/or its designee into the trust account to extend the date by which the Company must consummate its
initial business combination from $0.033 per each outstanding public share (for each monthly extension) to an amount equal to the lesser
of (i) $60,000 for all outstanding public shares and (ii) $0.033 for each outstanding public share. The first monthly extension fee must
be made by September 20, 2025 while each subsequent monthly extension fee must be deposited into the trust account by the 20th of each
succeeding month until June 20, 2026. This proposal has been approved by the following votes:
| For |
Against |
Abstain |
| 4,200,577 |
3,107,701 |
0 |
Proposal No. 2 – The Adjournment Proposal
The Company’s shareholders approved the Adjournment
Proposal, a proposal to approve, by ordinary resolution, the adjournment of the Extraordinary 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 presented
at the Extraordinary General Meeting.
As there were sufficient votes to approve the Extension
Fee Reduction Proposal, the Adjournment Proposal was not presented to the shareholders at the Extraordinary General Meeting. Below are
the votes tabulated for the Adjournment Proposal:
| For |
Against |
Abstain |
| 4,200,577 |
3,107,701 |
0 |
In connection with the shareholder votes at the
Extraordinary General Meeting, holders of 3,837,483 ordinary shares of the Company properly exercised their right to redeem their shares
for cash at a redemption a price of approximately $10.47 per share.
| Item
9.01. |
Financial
Statement and Exhibits. |
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Promissory Note, dated August 21, 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:
August 27, 2025 |
By: |
/s/
Matthew Chen |
| |
Name: |
Matthew
Chen |
| |
Title: |
Chief
Executive Officer |
