Flag Ship Acquisition Corp. Ordinary Shares (FSHP) 8-KFlag Ship Acquisition Corporation

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

June 20, 2024

Date of Report (Date of earliest event reported)

FLAG SHIP ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

As previously disclosed by Flag Ship Acquisition Corporation (the “Company”) in its Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 21, 2024, the Company consummated its initial public offering (the “IPO”) on June 20, 2024, consisting of 6,900,000 units (the “Public Units”), including 900,000 Public Units as a result of the underwriter’s exercise in full of their over-allotment option. Each Public Unit consists of one ordinary share, $0.001 par value (an “Ordinary Share”), and one right to receive one-tenth (1/10^th) of an Ordinary Share upon the consummation of the Company’s initial business combination (a “Public Right”). The Public Units were sold at an offering price of $10.00 per unit, and the IPO generated aggregate gross proceeds of $69,000,000.

Simultaneously with the closing of the IPO and the sale of the Public Units, the Company consummated the private placement (“Private Placement”) of 238,000 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit, with Whale Management Corporation, a British Virgin Islands exempted company (the “Sponsor”), pursuant to a Private Placement Unit Purchase Agreement by and between the Company and the Sponsor (the “Unit Purchase Agreement”). The Private Placement generated aggregate gross proceeds of $2,380,000, including cancellation of $500,640 of indebtedness.

As of June 20, 2024, a total of $69,000,000 (which amount includes $1,725,000 of the underwriter’s deferred discount), comprised of proceeds from the IPO (including the proceeds received from the exercise by the Underwriters of the over-allotment option) and the sale of the Private Placement Units (including the proceeds received as a result of the Underwriters’ exercise of the over-allotment option) was placed in a U.S.-based trust account at Wilmington Trust, N.A., at trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association of the Company (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within twelve (12) months from the closing of the IPO (or 15 months if the Company enters into a business combination agreement prior to the expiration of the initial 12-month period) or up to 21 months (or 24 months), if extended, subject to applicable law, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if it has not completed its initial business combination within twelve (12) months from the closing of the IPO (or 15 months if the Company enters into a business combination agreement prior to the expiration of the initial 12-month period) or up to 21 months (or 24 months), if extended, subject to applicable law.

An audited balance sheet as of June 20, 2024 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits

EXHIBIT INDEX

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.