UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The |
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.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 17, 2024, the registration statement on Form S-1 (File No. 333-261028), initially filed by Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”) on November 12, 2021, as amended (the “Registration Statement”), relating to the initial public offering of the Company (the “IPO”) was declared effective by the Commission.
On June 20, 2024, the Company consummated the IPO of 6,000,000 units (the “Units”). Each Unit consists of one ordinary share of the Company, par value $0.001 per share (the “Ordinary Shares”), and one right to receive one-tenth (1/10th) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $60,000,000. The Company had also granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 900,000 additional Units to cover over-allotments, if any. On June 18, 2024, the Underwriters elected to exercise the over-allotment option in full, resulting in the sale of 900,000 additional Units for additional gross proceeds of $9,000,000.
In connection with the IPO, the Company amended and restated its memorandum and articles of association and entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement:
| ● | An Underwriting Agreement dated June 17, 2024, by and between the Company and Lucid Capital Markets, LLC (the “Representative”), as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Rights Agreement dated June 17, 2024, by and between the Company and Vstock Transfer LLC, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | A Letter Agreement dated June 17, 2024 (the “Letter Agreement”), by and among the Company, its officers, directors and the Company’s sponsor, Whale Management Corp. (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement dated June 17, 2024, by and between the Company, Wilmington Trust, N.A., as trustee, and Vstock Transfer LLC, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement dated June 17, 2024, by and between the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A Private Placement Unit Purchase Agreement dated June 17, 2024, by and between the Company and the Sponsor (the “Unit Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | An Indemnity Agreement, dated as of June 17, 2024, by and between the Company and its officers and directors, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | An Administrative Support Agreement dated June 17, 2024, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
The material terms and conditions of the Amended and Restated Memorandum and Articles of Association and the above agreements of the Company are fully described in the Company’s Registration Statement as filed with the Securities and Exchange Commission.
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| Item 3.02. | Unregistered Sales of Equity Securities. |
Simultaneously with the closing of the IPO, pursuant to the Unit Purchase Agreement the Company completed the private sale to the Sponsor of an aggregate of 238,000 placement units (including 18,000 units as a result of the Underwriters’ exercise of its over-allotment option (the “Sponsor Private Placement Units”)) at a purchase price of $10.00 per unit (the “Private Placement”). The Sponsor had previously loaned the Company the sum of $500,640.00 evidenced by an amended and restated promissory note dated as of December 29, 2023 (as previously filed as Exhibit 10.1 to the Registration Statement). In connection with the completion of the IPO, the Sponsor instructed the Company to offset repayment of the amount outstanding under the note with a corresponding portion of the purchase price for the Sponsor Private Placement Units. The Private Placement resulted in gross proceeds to the Company of $1,879,360.00, including cancellation of $500,640.00 of indebtedness.
The Sponsor Private Placement Units are identical to the Units sold in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of the Sponsor Private Placement Units (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. No underwriting discounts or commissions, or other discounts or commissions, were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act of 1933 (as amended, the “Securities Act”) in reliance upon Section 4(a)(2) of the Securities Act.
| Item 5.02. | Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As of June 17, 2024, the members of the Board of Directors of the Company are Mr. Matthew Chen, Ms. Shan Cui, Mr. Pai Liu, and Mr. Wen He. Ms. Shan Cui, Mr. Pai Liu are independent directors (the “Directors”). On June 17, 2024, in connection with the IPO, Ms. Cui, Mr. Liu, and Mr. He were appointed to the Board’s Audit Committee, with Ms. Cui serving as chairperson of the Audit Committee. Effective on such date, Ms. Cui, and Mr. Liu and Mr. He were appointed to the Board’s Compensation Committee, with Mr. He serving as chairman of the Compensation Committee. Further, effective on such date, Ms. Cui, Mr. Liu and Mr. He were appointed to the Board’s Nominating Committee, with Mr. Liu serving as chairman of the Nominating Committee.
On June 17, 2024, in connection with their appointments to the Board, each Director and our executive officers entered into the Letter Agreement as well as an Indemnity Agreement with the Company in the forms filed as Exhibit 10.2 and Exhibit 10.7 to the Registration Statement, respectively. Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company. The foregoing descriptions of the Letter Agreement and Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the Indemnity Agreement, copies of which are attached as Exhibit 10.1 and 10.5 hereto and incorporated herein by reference.
| Item 5.03. | Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
On June 17, 2024, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. The foregoing description of the Amended Charter is qualified in its entirety by reference to the full text of the Amended Charter, which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
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| Item 8.01. | Other Events. |
As of June 20, 2024, a total of $69,000,000 (which amount includes $1,725,000 of the underwriters’ deferred discount), comprised of proceeds from the IPO (including the proceeds received from the exercise by the Underwriters of the over-allotment option) and the sale of the Private Placement Units, was placed in a U.S.-based trust account at Wilmington Trust, N.A., as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Amended Charter (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within twelve (12) months from the closing of the IPO (or 15 months if the Company enters into a business combination agreement prior to the expiration of the initial 12-month period) or up to 21 months (or 24 months), if extended, subject to applicable law, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if it has not completed its initial business combination within twelve (12) months from the closing of the IPO (or 15 months if the Company enters into a business combination agreement prior to the expiration of the initial 12-month period) or up to 21 months (or 24 months), if extended, subject to applicable law.
An audited balance sheet as of June 20, 2024 reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO and the sale of the Sponsor Private Placement Units will be included on a Current Report on Form 8-K which is anticipated to be filed by the Company within four (4) business days of the consummation of the IPO.
On June 18, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
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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: June 21, 2024 | By: | /s/ Matthew Chen |
| Name: | Matthew Chen | |
| Title: | Chief Executive Officer | |
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