Flag Ship Acquisition Corporation ownership filing: reporting persons CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of 306,569 shares of Ordinary Shares, representing 6.1% of the class. Shares outstanding were 5,025,517 as of October 30, 2025. The filing states Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and may exercise shared voting and dispositive power over the reported shares; both reporting persons disclaim beneficial ownership except for their pecuniary interest. The filing notes the reporting obligation arose under Rule 13d-1(d) following a reduction in outstanding shares after redemptions by other holders.
Positive
None.
Negative
None.
Insights
Institutional holder reports a 6.1% stake via manager-controlled shares.
The excerpt lists 306,569 shares and a 6.1% class stake, with shares outstanding of 5,025,517 as of October 30, 2025. The filing attributes voting and dispositive power to Heights Capital Management, Inc. as investment manager to CVI Investments, Inc.
Cash-flow treatment and any planned transactions are not described in the excerpt; subsequent filings would disclose sales or additional acquisitions if they occur.
Statement emphasizes manager authority and a disclaimer of beneficial ownership by the reporting entities.
The text includes a written disclaimer that each Reporting Person "disclaims any beneficial ownership" except for pecuniary interest, and it references a Limited Power of Attorney (Exhibit 24) authorizing Heights Capital Management, Inc. to act as agent.
These mechanics clarify attribution and voting power; they do not in the excerpt indicate actionable corporate governance changes or transactions.
Key Figures
Shares reported beneficially owned:306,569 sharesPercent of class:6.1%Shares outstanding:5,025,517 shares
3 metrics
Shares reported beneficially owned306,569 sharesreported on cover rows for CVI Investments and Heights Capital
Percent of class6.1%computed using shares outstanding as of <date>October 30, 2025</date>
Shares outstanding5,025,517 sharesCompany's Form 10-Q cited (as of <date>October 30, 2025</date>)
Key Terms
Rule 13d-1(d), beneficially owned, Limited Power of Attorney
3 terms
Rule 13d-1(d)regulatory
"became subject to a reporting obligation pursuant to Rule13d-1(d)"
beneficially ownedfinancial
"Amount beneficially owned: The information required by this Item 4(a)"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Limited Power of Attorneylegal
"Heights Capital Management, Inc. serves as authorized agent ... pursuant to a Limited Power of Attorney"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Flag Ship Acquisition Corporation
(Name of Issuer)
Ordinary Shares, $0.001 par value per share
(Title of Class of Securities)
G3530C109
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G3530C109
1
Names of Reporting Persons
CVI Investments, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
306,569.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
306,569.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
306,569.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
CUSIP Number(s):
G3530C109
1
Names of Reporting Persons
Heights Capital Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
306,569.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
306,569.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
306,569.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Flag Ship Acquisition Corporation
(b)
Address of issuer's principal executive offices:
26 Broadway, Suite 934, New York, New York 10004
Item 2.
(a)
Name of person filing:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the ordinary shares of Flag Ship Acquisition Corporation (the "Company"), $0.001 par value per share (the "Shares").
(i) CVI Investments, Inc.
(ii) Heights Capital Management, Inc.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of CVI Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Ordinary Shares, $0.001 par value per share
(e)
CUSIP Number(s):
G3530C109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The Company's Quarterly Report on Form 10-Q, filed on October 31, 2025, indicates there were 5,025,517 Shares outstanding as of October 30, 2025.
The Reporting Persons became subject to a reporting obligation pursuant to Rule13d-1(d) in connection with the reduction of the Company's Shares outstanding following redemption of certain Shares by other holders in the Company.
(b)
Percent of class:
6.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
CVI Investments, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:
05/19/2026
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
05/19/2026
Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit 24 hereto.
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
________ ________
24 Limited Power of Attorney
99 Joint Filing Agreement
What stake does CVI Investments/Heights report in FSHP?
They report 306,569 shares, representing 6.1% of the class. This figure is reported as beneficial ownership on the cover rows and repeated in Item 4(b) of the filing.
How many FSHP shares were outstanding when this filing references ownership?
The filing cites 5,025,517 shares outstanding as of October 30, 2025. That outstanding count is used in Item 4 to compute the reported 6.1% ownership percentage.
Who holds voting and dispositive power over the reported shares?
Heights Capital Management, Inc. is identified as the investment manager and may exercise the shared voting and dispositive power over the 306,569 shares reported for CVI Investments, Inc.
Why did these entities become subject to reporting obligations?
The filing states they became subject to Rule 13d-1(d) reporting due to a reduction in the Company’s shares outstanding following redemptions by other holders, triggering the disclosure requirement.
