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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
May 8, 2026
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.
On
May 8, 2026, Flag Ship Acquisition Corporation (the “Company”) entered into a letter of intent (the “Letter of
Intent”) with Bluechip & Co. Holdings (“Bluechip”), a Cayman Islands exempt company, in connection with a proposed
business combination transaction (the “Proposed Transaction”).
The
Letter of Intent provides for an exclusive negotiation period, during which the Company will conduct due diligence on Bluechip and the
parties will negotiate the terms of a definitive agreement. The parties have agreed to a ninety (90) day period of mutual exclusivity,
which may be extended under certain conditions as specified in the Letter of Intent. The Letter of Intent includes binding provisions
regarding exclusivity and other related transaction provisions governing the parties’ negotiations. The Proposed Transaction remains
subject to due diligence, the negotiation and execution of definitive agreements, satisfaction of customary closing conditions, and approval
by the boards and shareholders of the parties. There can be no assurance that the parties will enter into a definitive agreement or that
the Proposed Transaction will be consummated.
In
addition, on May 8, 2026, the Company issued a press release announcing the signing of the Letter of Intent for the Proposed Transaction.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information in this Item 8.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under
the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form
8-K will not be deemed an admission as to the materiality of any information in this Item 8.01.
Forward
Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult
to predict. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements
regarding the proposed business combination, the negotiation of a definitive agreement, future events, our future financial performance,
business strategy, and plans and objectives of management for future operations, are forward-looking statements. The Company has attempted
to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,”
“continue,” “could,” “estimates,” “expects,” “intends,” “may,”
“plans,” “potential,” “predicts,” or “should,” or the negative of these terms or other
comparable terminology. The forward-looking statements made herein are based on the Company’s current expectations, assumptions,
and projections, which could be incorrect. Actual results could differ materially from those described or implied by such forward-looking
statements as a result of various important factors, including, without limitation, the ability of the parties to enter into a definitive
agreement and satisfy the closing conditions, its limited operating history, competitive factors in the industries and markets in which
the Company and Bluechip operate, and other general economic conditions. The forward-looking statements made herein speak only as of
the date of this Current Report on Form 8-K and the Company undertakes no obligation to update publicly such forward-looking statements
to reflect subsequent events or circumstances, except as otherwise required by law.
Additional
Information and Where to Find It
If
a definitive agreement is entered into in connection with the Proposed Transaction, the Company or a newly formed holding company will
prepare a proxy statement/prospectus to be filed with the United States Securities and Exchange Commission (the “SEC”) and
mailed to its shareholders. The Company urges its investors and other interested persons to read, when available, the proxy statement/prospectus,
as well as other documents filed with the SEC, because these documents will contain important information about the Proposed Transaction.
The proxy statement/prospectus will be distributed to the Company’s public shareholders in connection with the Company’s
solicitation of proxies for the vote by its shareholders with respect to the Proposed Transaction and other matters as will be described
therein. The proxy statement/prospectus, once available, can be obtained, without charge, at the SEC’s website (http://www.sec.gov).
No
Offer or Solicitation
This
Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or
in respect of any business combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants
in the Solicitation
The
Company, Bluechip, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from the Company’s shareholders in respect of the Proposed Transaction. Information regarding the Company’s directors and
executive officers is available in its final prospectus related to its initial public offering dated June 17, 2024, and in its subsequent
filings with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants
in the Proposed Transaction will be included in the proxy statement/prospectus when it becomes available.
| Item
9.01 |
Financial
Statement and Exhibits. |
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release |
| 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:
May 11, 2026 |
By: |
/s/
Matthew Chen |
| |
Name: |
Matthew
Chen |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Flag
Ship Acquisition Corporation Enters into Letter of Intent with Bluechip & Co. Holdings
NEW
YORK, May 8, 2026 (GLOBE NEWSWIRE) – Flag Ship Acquisition Corporation (the “Company”) (NASDAQ: FSHP), a special purpose
acquisition company, today announced that it has entered into a binding letter of intent (“LOI”) with Bluechip & Co.
Holdings (“Bluechip”) in connection with a proposed business combination. The letter of intent includes binding provisions
regarding exclusivity and other related transaction provisions governing the parties’ negotiations during the proposed transaction
process. The proposed transaction remains subject to due diligence, negotiation and execution of definitive agreements, satisfaction
of customary closing conditions, and approval by the boards and shareholders of the relevant parties.
The
proposed transaction contemplates that the Company or a successor public company will acquire 100% of the equity interests of Bluechip
through a share exchange, merger, consolidation or otherwise. The final structure for the transaction will be evaluated and mutually
agreed by the parties. Based on preliminary discussions, Bluechip’s implied equity valuation is expected to range between $300
million and $400 million. The LOI provides for an exclusive negotiation period, during which the Company will conduct comprehensive due
diligence on Bluechip and the parties will negotiate the terms of a definitive merger agreement. The parties have agreed to a ninety
(90) day period of mutual exclusivity, which may be extended under certain conditions as specified in the LOI.
Bluechip
operates a cross-border financial services platform primarily focused on insurance-related customer acquisition, financial education,
and referral services, complemented by advisory services related to U.S. capital markets transactions. Its platform is designed to connect
individual clients with international insurance solutions while providing corporate clients and investors with access to U.S. capital
markets opportunities across multiple jurisdictions. Bluechip’s operations are currently organized into two primary business lines:
(i) cross-border insurance-related services, which represent its principal source of revenue, and (ii) U.S. capital markets advisory
services.
Matthew
Chen, Chairman of Flag Ship Acquisition Corporation, commented: “We are pleased to enter into this binding letter of intent with
Bluechip, a platform that we believe is well-positioned in the growing cross-border financial services market. We look forward to working
closely with Bluechip’s management team as we advance our due diligence and negotiate a definitive agreement.”
Ming
Zhang, Chairman and Founder of Bluechip & Co. Holdings, added: “This transaction represents an exciting opportunity to accelerate
our growth and expand our access to global capital markets. We believe that partnering with Flag Ship will enhance our ability to serve
clients across jurisdictions and strengthen our position in both insurance-related services and capital markets advisory services.”
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.
About
Bluechip & Co. Holdings
Bluechip
is an exempt company incorporated in Cayman Islands. Through its subsidiaries in Hong Kong, it operates a cross-border financial services
platform primarily focused on insurance-related customer acquisition, financial education, and referral services, complemented by advisory
services related to U.S. capital markets transactions.
Definitive
Documentation
The
parties will announce additional details regarding the proposed transaction if and when a definitive agreement is executed. No assurances
can be provided as to the entry into or timing of any definitive agreement or the consummation of any transaction. Any transaction would
be subject to the completion of satisfactory due diligence, the negotiation of a definitive agreement and related ancillary agreements
providing for the proposed acquisition, satisfaction of the conditions negotiated therein, board and shareholder approvals, regulatory
approvals and other customary conditions.
Additional
Information and Where to Find It
If
a definitive agreement is entered into in connection with the proposed transaction, the Company or a newly formed holding company will
prepare and file a proxy statement/prospectus with the U.S. Securities and Exchange Commission (the “SEC”). The Company urges
investors and securityholders to read the proxy statement/prospectus and other documents filed with the SEC when they become available,
as they will contain important information regarding the proposed acquisition. The proxy statement/prospectus will be distributed to
the Company’s public shareholders in connection with the Company’s solicitation of proxies for the vote by its shareholders
with respect to the proposed transaction and other matters as will described therein. All SEC filings will be available free of charge
at www.sec.gov.
No
Offer or Solicitation
This
release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any
business combination. This release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended.
Participants
in the Solicitation
The
Company, Bluechip, and their respective directors and executive officers may be deemed participants under SEC rules in the solicitation
of proxies in connection with the proposed transaction. Information regarding the Company’s directors and executive officers is
available in the Company’s SEC filings. Additional details regarding the interests of persons involved in the proposed acquisition
will be included in the proxy statement/prospectus when it becomes available.
Forward
Looking Statements
This
press release includes certain “forward-looking” statements, as that term is defined under the federal securities laws,
regarding the Company and Bluechip. Such forward-looking statements are subject to risks and uncertainties, which could cause actual
results to differ from the forward-looking statements. The expectations, estimates, and projections of the businesses of the Company
and Bluechip may differ from their actual results, and accordingly, you should not rely on these forward-looking statements as
predictions of future events. These forward-looking statements generally are identified by the words or phrases such as
“aspire,” “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“will be,” “will continue,” “will likely result,” “could,” “should,”
“believe(s),” “predicts,” “potential,” “continue,” “future,”
“opportunity,” seek,” “intend,” “strategy,” or the negative version of those words or
phrases or similar expressions are intended to identify such forward-looking statements. These forward-looking statements include,
without limitation, expectations with respect to the execution and delivery of a definitive agreement with respect to the proposed
transaction, future performance and anticipated financial impacts of the proposed transaction, the satisfaction of the closing
conditions to, and the timing of, the completion of the proposed transaction. These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to differ materially from the expected results. Many of these factors
are outside of the control of the Company and Bluechip and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the
termination of the negotiations and any subsequent definitive agreements with respect to the proposed transaction, and the
possibility that the terms and conditions set forth in any definitive agreements with respect to the proposed transaction may differ
materially from the terms and conditions set forth in the letter of intent; (2) the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the proposed transaction and any definitive agreements with respect
thereto; (3) the inability to complete the proposed transaction, including due to failure to obtain approval of the shareholders of
the Company or Bluechip or other conditions to closing; (4) the inability to obtain or maintain the listing of the Company’s
securities on the Nasdaq Stock Market LLC, or another national securities exchange following the proposed transaction; (5) the risk
that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the proposed
transaction; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among
other things, competition, the ability of Bluechip to grow and manage growth profitably and retain its key employees; (7) costs
related to the proposed transaction; (8) changes in applicable laws or regulations; (9) risks related to Bluechip’s business,
competition within the industry, potential delays or cost overruns in capital expenditures, compliance with regulatory requirements,
economic and market conditions, and political or geopolitical developments; and (10) other risks and uncertainties included in
documents filed or to be filed with the SEC by the Company and Bluechip. The foregoing list of factors is not exclusive.
You
should not place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and,
except as required by law, the Company assumes no obligation and does not intend to update any forward-looking statement to reflect events
or circumstances after the date hereof. Past performance by the Company and Bluechip is not a guarantee of future performance. Therefore,
you should not place undue reliance on the historical record of the performance of the Company and Bluechip as indicative of future performance
of an investment or the returns that the Company or Bluechip will, or are likely to, generate going forward.
For
further information, please contact:
Matthew Chen | Chief Executive Officer
Phone: (212) 884-2667
Email: mchen@flagshipac.com
