Welcome to our dedicated page for Flag Ship Acquisition SEC filings (Ticker: FSHPU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Flag Ship Acquisition Corp. SEC filings document the disclosure profile of a SPAC issuer. Its Form 8-K reports cover material agreements, agreement terminations, shareholder voting matters, business-combination deadline extensions, Nasdaq listing-rule notices, governance matters and capital-structure updates.
The filings describe FSHPU units consisting of one ordinary share and one right, along with separately registered ordinary shares and rights to receive one-tenth of an ordinary share. They also identify the company as an emerging growth company and frame its reporting around blank-check company obligations and SPAC security mechanics.
Flag Ship Acquisition Corp reports that Karpus Management, Inc. beneficially owns 2,482 shares of Common stock, representing 0.05% of the class. The filing is an Amendment No. 3 to a Schedule 13G/A and states the shares are held directly by accounts managed by Karpus.
Flag Ship Acquisition Corporation reports on its first year as a SPAC following its June 2024 IPO. The company sold 6,900,000 units at $10.00 each, raising $69,000,000, plus 238,000 private placement units for $2,380,000. After transaction costs of $3,448,233, funds were placed in a U.S. trust account to finance a future business combination.
As of December 31, 2025, the trust account held $33,080,038 and the company had a working capital deficit of $1,438,801. A prior merger agreement with Great Rich Technologies and a subsequent agreement with Great Future Technology were both mutually terminated with no termination fees. Flag Ship then signed a letter of intent with Bluechip & Co. Holdings for a potential transaction, which remains subject to due diligence and definitive agreements.
Shareholders approved an August 2025 extension structure and 3,837,483 shares were redeemed at about $10.47 per share, leaving 3,062,517 public shares. The sponsor has been funding monthly extension fees of up to $60,000, and shareholders will vote on June 11, 2026 on a further extension of the deadline to complete a business combination from June 20, 2026 to June 20, 2027, with continued monthly deposits if approved.
Flag Ship Acquisition Corporation reported that Nasdaq has issued a second deficiency notice because the company did not timely file its Form 10-Q for the quarter ended March 31, 2026. The company had already received an earlier notice for missing its Form 10-K for the year ended December 31, 2025.
The company remains delinquent on both reports under Nasdaq Listing Rule 5250(c)(1). It has 60 days from the initial notice, until June 16, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to October 12, 2026, for the company to become current. The notices do not immediately affect the listing or trading of its ordinary shares, and the company states it is working to complete the filings, while warning there is no assurance it will regain compliance.
Flag Ship Acquisition Corp notified the SEC on Form 12b-25 that it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company says it needs additional time to complete final review of financial statements and disclosures and notes it has not filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The filing states the company is unable to confirm it can file the Form 10-Q within five (5) calendar days of the prescribed due date.
Flag Ship Acquisition Corporation, a SPAC listed on Nasdaq, has entered into a binding letter of intent with Bluechip & Co. Holdings for a potential business combination.
The parties agreed to a ninety-day mutual exclusivity period to conduct due diligence and negotiate a definitive agreement. The potential transaction contemplates acquiring 100% of Bluechip’s equity through a share exchange, merger, consolidation or similar structure. Based on preliminary discussions, Bluechip’s implied equity valuation is expected to range between $300 million and $400 million, but the deal remains subject to due diligence, final documentation, approvals and other customary closing conditions, with no assurance it will be completed.
Flag Ship Acquisition Corporation has formally ended its planned business combination with Great Future Technology Inc. The companies signed a Mutual Termination Agreement on May 3, 2026, which cancels their earlier Agreement and Plan of Merger.
The termination includes a mutual release of claims among all parties and their affiliates, while preserving liabilities for any knowing or intentional breaches of representations, warranties, or covenants in the original merger agreement. No party is required to pay a termination fee in connection with this mutual decision.
Flag Ship Acquisition Corp. reported that Nasdaq notified the company on April 17, 2026 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because its Form 10-K for the year ended December 31, 2025 was not filed on time.
The company must submit a plan to regain compliance to Nasdaq by June 16, 2026, and, if the plan is accepted, Nasdaq may grant an extension of up to October 12, 2026 to file the Form 10-K and cure the deficiency. The notice does not immediately affect the listing of Flag Ship’s securities on Nasdaq, and the company states it is working diligently to complete the Form 10-K, while cautioning there is no assurance it will regain compliance or meet all Nasdaq listing criteria.
Flag Ship Acquisition Corporation has extended the deadline to complete its initial business combination by one month, moving the date from September 20, 2025 to October 20, 2025. This extension is part of a structure that allows up to nine one-month extensions, giving the company until June 20, 2026 to close a deal, as long as required deposits are made into its trust account.
On September 19, 2025, Whale Management Corporation, the company’s sponsor, deposited an extension fee of $60,000 into the trust account to fund this first one-month extension. The company also issued a press release on September 23, 2025 to announce the new deadline for completing its initial business combination.
Flag Ship Acquisition Corporation amended an unsecured promissory note with Whale Management Corporation, increasing the principal from $1,000,000 to $1,200,000 while keeping all other terms the same. The note, used to help fund the SPAC, remains non‑interest bearing and is due on the earlier of completing an initial business combination or December 31, 2025.
Shareholders at an extraordinary general meeting approved an Extension Fee Reduction Proposal, cutting the monthly amount the sponsor must deposit into the trust to extend the deal deadline to the lesser of $60,000 for all public shares or $0.033 per public share, with payments due monthly through June 20, 20263,837,483 ordinary shares redeemed their shares for about $10.47 per share in cash.
Karpus Management, Inc. reports beneficial ownership of 787,825 common shares of Flag Ship Acquisition Corp, representing 8.89% of the class. The shares are held directly by accounts managed by Karpus and Karpus reports sole voting and dispositive power over all 787,825 shares, with no shared voting or dispositive power.
The filing states Karpus is a registered investment adviser organized in New York and that ownership is held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. Karpus notes informational barriers with its parent, City of London Investment Group plc, and says attribution of beneficial ownership to the parent is not required.