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                              June 16, 2022

       Matthew Chen
       Chief Executive Officer
       Flag Ship Acquisition Corporation
       260 Madison Avenue, 8th Floor
       New York, NY 10016

                                                        Re: Flag Ship
Acquisition Corporation
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed June 7, 2022
                                                            File No. 333-261028

       Dear Mr. Chen:

              We have reviewed your amended registration statement and have the
following
       comment. In our comment, we may ask you to provide us with information
so we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.

       Amendment No. 2 to Registration Statement on Form S-1 filed June 7, 2022

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
                                                        addresses how this fact
could impact your ability to complete your initial business
                                                        combination. For
instance, discuss the risk to investors that you may not be able to
                                                        complete an initial
business combination with a U.S. target company should the
                                                        transaction be subject
to review by a U.S. government entity, such as the Committee on
                                                        Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
                                                        as a result, the pool
of potential targets with which you could complete an initial business
                                                        combination may be
limited. Further, disclose that the time necessary for government
                                                        review of the
transaction or a decision to prohibit the transaction could prevent you from
 Matthew Chen
Flag Ship Acquisition Corporation
June 16, 2022
Page 2
      completing an initial business combination and require you to liquidate.
Disclose the
      consequences of liquidation to investors, such as the losses of the
investment opportunity
      in a target company, any price appreciation in the combined company, and
the warrants,
      which would expire worthless.
        You may contact Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.



                                                           Sincerely,
FirstName LastNameMatthew Chen
                                                           Division of
Corporation Finance
Comapany NameFlag Ship Acquisition Corporation
                                                           Office of Technology
June 16, 2022 Page 2
cc:       Robert C. Brighton, Esq.
FirstName LastName