Flag Ship Acquisition Corp SEC Filings

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 ownership disclosure: W. R. Berkley Corporation reports beneficial ownership of 434,420 ordinary shares of FLAG SHIP ACQUISITION CORPORATION, representing 8.6% of the class. The filing lists shared voting and dispositive power over the 434,420 shares.

The Schedule 13G/A identifies Berkley Insurance Company as the subsidiary holding the same 434,420 shares. Signatures are dated 05/07/2026.

Flag Ship Acquisition Corporation is asking shareholders to approve an amendment to its Amended and Restated Memorandum and Articles of Association to permit up to twelve additional one-month extensions of the period to complete an initial business combination, moving the deadline from June 20, 2026 to June 20, 2027. If approved, the Sponsor must deposit a Monthly Extension Fee—the lesser of $60,000 or $0.033 per remaining public share—for each one-month extension. Public shareholders may elect to redeem their Public Shares for a pro rata portion of funds in the Trust Account in connection with the vote. Without approval, the company expects to liquidate if it has not closed a business combination by June 20, 2026. The Board recommends a vote FOR the Extension Proposal and a related Adjournment Proposal.

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 Corp is notifying the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because it requires additional time to complete final review of financial statements and disclosures. The company expects to file within the 15‑day extension provided under Rule 12b-25.

Flag Ship Acquisition Corporation amended its unsecured promissory note with Whale Management Corporation, increasing the principal to $2,000,000 and extending the maturity to the earlier of December 31, 2026 or completion of its initial business combination.

The note, originally issued on August 30, 2024 for up to $1,000,000 and raised to $1,200,000 on August 21, 2025, continues to bear no interest and remains subject to customary events of default. The Second Amended Note was issued in a private transaction relying on Section 4(a)(2) of the Securities Act.

Flag Ship Acquisition Corporation reported that it entered into a first amendment to its merger agreement with Great Future Technology Inc. and GFT Merger Sub Limited, extending the contractual outside date for closing their proposed business combination from December 31, 2025 to June 30, 2026.

Under the existing structure, Flag Ship will merge with and into GFT Merger Sub, which will continue as the surviving entity and a wholly owned subsidiary of GFT after closing. The companies plan to use a registration statement on Form F-4 that will include a proxy statement/prospectus for Flag Ship shareholders, who will be asked to vote on approving the transaction and related matters.

Flag Ship Acquisition Corporation scheduled its Annual Meeting for December 18, 2025 at 10:00 a.m. ET at 45 Broadway, 17th Floor, New York, NY. Shareholders will vote on three items: elect four directors, ratify MaloneBailey, LLP as independent auditor for fiscal year ending December 31, 2025, and approve a possible adjournment to solicit additional proxies if needed. The Board unanimously recommends voting FOR all proposals.

Holders of record at the close of business on November 12, 2025 may vote by Internet or mail. Director elections are decided by a plurality of votes cast; auditor ratification requires a majority of votes cast; the adjournment proposal requires a majority of shares present and voting. Brokers may not vote on the director election without instructions, but may vote on auditor ratification. Founders collectively beneficially own approximately 39.06% of outstanding ordinary shares. For 2024, MaloneBailey billed $110,000 in audit fees and $3,300 in audit‑related fees.