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Flag Ship Acquisition Corp

For the period ended Mar 31, 2025. Filed May 13, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 13, 2025

FSHP$11.35+0.3%Stored close · as of Nov 9, 2026

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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number:001-42138

Flag Ship Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman IslandsN/A00-0000000
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)

**26 Broadway, Suite 934

New York, New York 10004

(Address of principal executive offices)

(646) 362-0256

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Units, each consisting of one Ordinary Share, $0.001 par value, and one rightFSHPUThe Nasdaq Stock Market LLC
Ordinary Share, $0.001 par valueFSHPThe Nasdaq Stock Market LLC
Rights to receive one-tenth (1/10th) of one Ordinary ShareFSHPRThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 12, 2025, the registrant had 8,863,000 ordinary shares, $0.001 par value per share, issued and outstanding.

FLAG SHIP ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025

TABLE OF CONTENTS

Page
Part I. Financial Information1
Item 1. Financial Statements1
Balance Sheets (Unaudited)1
Statements of Operations (Unaudited)2
Statements of Changes in Shareholders’ Deficit (Unaudited)3
Statements of Cash Flows (Unaudited)4
Notes to Unaudited Financial Statements5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk25
Item 4. Controls and Procedures26
Part II. Other Information27
Item 1. Legal Proceedings27
Item 1A. Risk Factors27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds27
Item 3. Defaults Upon Senior Securities28
Item 4. Mine Safety Disclosures28
Item 5. Other Information28
Item 6. Exhibits29
Part III. Signatures30

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.