Welcome to our dedicated page for Flag Ship Acquisition SEC filings (Ticker: FSHP), 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. filings document a Cayman Islands special purpose acquisition company and the securities registered for trading on Nasdaq, including units consisting of one ordinary share and one right, ordinary shares under FSHP and rights under FSHPR. Form 8-K reports cover material agreements, agreement terminations, direct financial obligations, deadline-extension events, capital-structure matters and continued-listing notices.
Proxy and periodic-report related filings describe shareholder voting mechanics, board election proposals, auditor ratification, adjournment authority, emerging growth company status and reporting compliance matters, including a Form 12b-25 notification for a delayed Form 10-K. The filings emphasize SPAC governance, security structure and material-event disclosure rather than operating-company revenue categories.
Flag Ship Acquisition Corporation has regained full compliance with Nasdaq’s reporting rules. Nasdaq’s Listing Qualifications Department notified the company that it now meets Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic SEC reports.
Earlier notices in April and May 2026 cited late filings of the company’s Form 10-K for the year ended December 31, 2025 and Form 10-Q for the quarter ended March 31, 2026. After Flag Ship filed its March 31, 2026 Form 10-Q on June 5, 2026, Nasdaq confirmed compliance on June 8, 2026 and stated that the matter is closed. The company issued a press release on June 9, 2026 to announce this outcome.
Flag Ship Acquisition Corporation reported net income of $159,828 for the quarter ended March 31, 2026, driven by $290,462 of interest and dividends on its Trust Account, partly offset by $130,634 of formation, general and administrative expenses.
Cash outside the Trust Account was only $1,811 with a working capital deficit of $1,629,435, while $33,430,500 remained invested in the Trust Account. A related-party promissory note balance reached $1,540,219, including $300,000 of extension loans used to fund monthly extensions.
The company has 5,025,517 ordinary shares outstanding as of June 5, 2026 after prior redemptions of 3,837,483 shares for about $40.45M. Management discloses that the June 20, 2026 business combination deadline and reliance on an extension vote through June 20, 2027 raise substantial doubt about its ability to continue as a going concern.
After terminating a prior merger with Great Future Technology Inc., Flag Ship signed a 90-day exclusive Letter of Intent with Bluechip & Co. Holdings for a potential business combination, which remains subject to due diligence, definitive agreements, approvals and customary closing conditions.
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 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.
Flag Ship Acquisition Corporation is asking shareholders to approve an extension of the deadline to complete its initial business combination from June 20, 2026 to June 20, 2027, via up to twelve one-month extensions. The sponsor would fund each extension by depositing the lesser of $60,000 or $0.033 per remaining public share into the trust account.
Public shareholders may redeem their shares in connection with the vote for an expected ~$11.01 per share, based on about $33.7 million in the trust account as of May 13, 2026, regardless of how they vote. If the extension is not approved and no business combination closes by June 20, 2026, the company will liquidate and redeem all public shares, while rights expire worthless.
The board notes a non-binding letter of intent signed on May 8, 2026 with Bluechip & Co. Holdings, but stresses there is no definitive agreement yet. An adjournment proposal would allow extra time to solicit votes if support for the extension initially falls short.
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 (FSHP) is asking shareholders to approve an amendment to extend the deadline to complete an initial business combination from June 20, 2026 to June 20, 2027, permitting up to twelve one-month extensions. Each extension requires the Sponsor to deposit the lesser of $60,000 or $0.033 per remaining public share into the Company’s trust account. Public shareholders may elect to redeem their Public Shares for a pro rata portion of the Trust Account in connection with the vote. On the record date there were 5,025,517 ordinary shares outstanding, including 3,026,517 Public Shares; the Sponsor and insiders beneficially own 1,963,000 shares (~39.78%) and intend to vote in favor. The Board recommends approval to avoid automatic liquidation if no business combination closes by the deadline.
Flag Ship Acquisition Corporation entered into a Letter of Intent with Bluechip & Co. Holdings on May 8, 2026 to pursue a proposed business combination. The Letter of Intent provides for a ninety (90) day exclusive negotiation period, subject to possible extension and customary conditions.
The parties will conduct due diligence and negotiate definitive agreements; the transaction remains contingent on completion of due diligence, execution of definitive documents, satisfaction of customary closing conditions, and board and shareholder approvals.