Flag Ship Acquisition Corp. Files 8-K for Material Agreement

TL;DR

Flag Ship Acquisition Corp. signed a big deal and has new financial obligations.

AI Summary

Flag Ship Acquisition Corp. entered into a material definitive agreement on August 21, 2025. The company also created a direct financial obligation and submitted matters to a vote of security holders. Specific details regarding the agreement, obligation, and vote outcomes are not provided in this excerpt.

Why It Matters

This filing indicates significant corporate actions by Flag Ship Acquisition Corp., including a material definitive agreement and financial obligations, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and financial obligations, which introduces potential risks and opportunities that are not yet fully detailed.

Key Players & Entities

• Flag Ship Acquisition Corp. (company) — Registrant
• August 21, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — each consisting of one Ordinary Share, $0.001 par value, and one right FSHPU The
• $1,000,000 — Note") in the principal amount of up to $1,000,000 to Whale Management Corporation ("Whale
• $1,200,000 — he principal balance from $1,000,000 to $1,200,000 (the "Amended Note"). Other than the in
• $0.033 — e its initial business combination from $0.033 per each outstanding public share (for
• $60,000 — to an amount equal to the lesser of (i) $60,000 for all outstanding public shares and (
• $10.47 — t a redemption a price of approximately $10.47 per share. Item 9.01. Financial State

Filing Documents

• flagshipacq_8k.htm (8-K) — 46KB
• flagshipacq_ex10-1.htm (EX-10.1) — 24KB
• 0001829126-25-006779.txt ( ) — 292KB
• fshpu-20250821.xsd (EX-101.SCH) — 4KB
• fshpu-20250821_def.xml (EX-101.DEF) — 26KB
• fshpu-20250821_lab.xml (EX-101.LAB) — 37KB
• fshpu-20250821_pre.xml (EX-101.PRE) — 25KB
• flagshipacq_8k_htm.xml (XML) — 7KB

01

Item 1.01. Entry into a Material Definitive Agreement. The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Promissory Note On August 30, 2024, Flag Ship Acquisition Corporation (the "Company") issued an unsecured promissory note (the "Original Note") in the principal amount of up to $1,000,000 to Whale Management Corporation ("Whale"). The Original Note did not bear any interest and had a maturity date of the earlier of: (i) December 31, 2025 or (ii) the date on which the Company consummates its initial business combination. The Original Note was subject to customary events of default, the occurrence of certain of which would entitle Whale to declare, by written notice to Company, the unpaid principal balance of the Original Note and all other sums payable with regard to the Original Note becoming immediately due and payable. On August 21, 2025, the Company and Whale agreed to amend and restate the Original Note to solely raise the principal balance from $1,000,000 to $1,200,000 (the "Amended Note"). Other than the increased principal amount, the Amended Note has the same terms as the Original Note. The issuance of the Amended Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. A copy of the Amended Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Amended Note.

07 Submission of Matters to a Vote of Security Holdings

Item 5.07 Submission of Matters to a Vote of Security Holdings On August 26, 2025, the Company held an extraordinary general meeting of shareholders (the "Extraordinary General Meeting"). Holders of 7,308,278 ordinary shares of the Company held as of record as of July 17, 2025, the record date for the Extraordinary General Meeting, were present in person or by proxy, representing approximately 82.46% of the shares issued and outstanding and entitled to vote at the Extraordinary General Meeting, which present a quorum. At the Extraordinary General Meeting, holders of the Company's outstanding ordinary shares in attendance (represented in person or by proxy) voted on two proposals presented, the Extension Fee Reduction Proposal and the Adjournment Proposal, each as described in the proxy statement dated August 5, 2025 ("EGM Proxy Statement"). Capitalized terms used, but not otherwise defined, herein have the meaning given to them in the EGM Proxy Statement. Proposal No. 1 – The Extension Fee Reduction Proposal The Company's shareholders approved the Extension Fee Reduction Proposal, a proposal to approve by ordinary resolution, the reduction of the monthly fee payable by the Company's sponsor and/or its designee into the trust account to extend the date by which the Company must consummate its initial business combination from $0.033 per each outstanding public share (for each monthly extension) to an amount equal to the lesser of (i) $60,000 for all outstanding public shares and (ii) $0.033 for each outstanding public share. The first monthly extension fee must be made by September 20, 2025 while each subsequent monthly extension fee must be deposited into the trust account by the 20th of each succeeding month until June 20, 2026. This proposal has been approved by the following votes: For Against Abstain 4,200,577 3,107,701 0 1 Proposal No. 2 – The Adjournment Proposal The Company's shareholders approved the Adjournment Proposal, a proposal to appr

01 Other Events

Item 8.01 Other Events In connection with the shareholder votes at the Extraordinary General Meeting, holders of 3,837,483 ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption a price of approximately $10.47 per share. Item 9.01. Financial (d) Exhibits EXHIBIT INDEX Exhibit No. Description 10.1 Promissory Note, dated August 21, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: August 27, 2025 By: /s/ Matthew Chen Name: Matthew Chen Title: Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR