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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. ☐
| Item 8.01. | Other Events. |
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. |
| (d) | 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 | |
Exhibit 99.1
Flag Ship Acquisition Corporation Announces Deposit to Trust Account to
Extend Deadline to Consummate Business Combination
NEW YORK, September 23, 2025 (OR NEWSWIRE) -- Flag Ship Acquisition Corporation (NASDAQ: FSHP) (the “Company” or “Flag Ship”), a publicly-traded special purpose acquisition company (SPAC), today announced that the Company’s sponsor, Whale Management Corporation (the “Sponsor”), has deposited into the Company’s trust account (the “Trust Account”) an aggregate of $60,000, in order to extend the period of time the Company has to consummate a business combination by one month to October 20, 2025.
The Sponsor plans to extend such period of time to complete its initial business combination as necessary, each by an additional month.
About Flag Ship Acquisition Corporation
Flag Ship is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. Flag Ship’s efforts to identify a target business have not been limited to a particular industry or geographic region. Flag Ship is sponsored by Whale Management Corporation, a BVI business company with limited liability.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company’s initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
For
further information, please contact:
Matthew Chen | Chief Executive Officer
Phone: (212) 884-2667
Email: mchen@flagshipac.com