Flag Ship Acquisition Corp

For the period ended Nov 6, 2026. Filed Sep 23, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 6, 2026 · Filed Sep 23, 2026

FSHP$11.32-0.2%Stored close · as of Nov 6, 2026

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DEF 14A 1 flagshipacq_def14a.htm DEF 14A

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule** **14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

**** (Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

****26 Broadway, Suite 934,

New York, New York 10004

To the Shareholder of Flag Ship Acquisition Corporation:

You are cordially invited to attend the Annual Meeting of Shareholder (the “Annual Meeting”) of Flag Ship Acquisition Corporation (“we,” “us,” “our,” or the “Company”) which will be held at 45 Broadway, 17 th Floor, New York, NY 10006, on November 6, 2026 at 10:00 a.m. Eastern Time.

At the Annual Meeting, our shareholders will be asked to consider and vote upon the following proposals:

●	to elect four directors to serve as members of the Board of Directors to hold office until the next annual meeting of shareholders or until their respective successors have been elected and qualified;

●	to ratify the appointment of Wei, Wei & Co., LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

●	To approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve any of the foregoing proposals.

Each of these proposals is more fully described in the accompanying proxy statement.

We are providing this proxy statement and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Annual Meeting and at any adjournments of the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to read this proxy statement carefully. The Annual Meeting is intended to meet any and all requirements of NASDAQ with respect to annual meeting for our fiscal year 2026.

After careful consideration, considering all relevant factors, including the recommendation of the audit committee of the Board, our Board unanimously recommends that our shareholders vote FOR all of the proposals presented to our shareholders in the accompanying proxy statement.

Only holders of the Company’s shares at the close of business on September 10, 2026 will be entitled to notice of, and to vote at, the Annual Meeting or at any adjournment or postponement thereof.

Shareholder may vote electronically or by mail in accordance with the following:

VOTE BY INTERNET —www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. November 5, 2026 Eastern Time. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Annual Meeting.

Thank you for your support and continued interest in our Company.

By Order of the Board of Directors,

/s/ Matthew Chen

Chairman of the Board of Directors

New York, NY

September 23, 2026

26 Broadway, Suite 934

New York, NY 10006

**NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON November 6, 2026

To the Shareholders of Flag Ship Acquisition Corporation:

NOTICE IS HEREBY GIVEN that an Annual Meeting of shareholders (the “Annual Meeting”) of Flag Ship Acquisition Corporation, a Cayman Islands corporation (“we,” “us,” “our” or the “Company”), will be held at 45 Broadway, 17 th Floor, New York, NY 10006, on November 6, 2026 at 10:00 a.m. Eastern Time, and at any reconvened meeting following any adjournment or postponement of the Annual Meeting.

You are cordially invited to attend the Annual Meeting for the following purposes:

●	The Director Election Proposal — to consider and vote upon a proposal to elect four directors to serve as members of the Board of Directors to hold office until the next annual meeting of shareholders or until their respective successors have been elected and qualified;

●	The Auditor Ratification Proposal — to ratify the appointment of Wei, Wei & Co., LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

●	To approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve any of the foregoing proposals.

The notice, this proxy statement and the form of proxy enclosed are being first sent to our shareholders on or about September 22, 2026. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

Only holders of the Company’s shares at the close of business on September 10, 2026 will be entitled to notice of, and to vote at, the Annual Meeting or at any adjournment or postponement thereof.

Your attention is directed to the proxy statement accompanying this notice for a more complete description of each of the proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, please call Mr. Matthew Chen, our Chief Executive Officer, at(646) 362-0256, or our transfer agent, Vstock Transfer LLC at(212) 828-8436.

By Order of the Board of Directors,

/s/ Matthew Chen

Chairman of the Board of Directors

TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS	1
THE DIRECTOR ELECTION PROPOSAL	5
THE AUDITOR RATIFICATION PROPOSAL	7
THE ADJOURNMENT PROPOSAL	10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	11
CORPORATE GOVERNANCE	13
REPORT OF THE AUDIT COMMITTEE	16
EXECUTIVE COMPENSATION	17
SHAREHOLDER PROPOSALS	18
PROXY SOLICITATION	19
DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS	20

ContentsView on SEC.gov

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