UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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| Item 8.01. | Other Events. |
As previously disclosed by Flag Ship Acquisition Corporation (the “Company”) in its Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 21, 2024, the Company consummated its initial public offering (the “IPO”) on June 20, 2024, consisting of 6,900,000 units (the “Public Units”), including 900,000 Public Units as a result of the underwriter’s exercise in full of their over-allotment option. Each Public Unit consists of one ordinary share, $0.001 par value (an “Ordinary Share”), and one right to receive one-tenth (1/10th) of an Ordinary Share upon the consummation of the Company’s initial business combination (a “Public Right”). The Public Units were sold at an offering price of $10.00 per unit, and the IPO generated aggregate gross proceeds of $69,000,000.
Simultaneously with the closing of the IPO and the sale of the Public Units, the Company consummated the private placement (“Private Placement”) of 238,000 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit, with Whale Management Corporation, a British Virgin Islands exempted company (the “Sponsor”), pursuant to a Private Placement Unit Purchase Agreement by and between the Company and the Sponsor (the “Unit Purchase Agreement”). The Private Placement generated aggregate gross proceeds of $2,380,000, including cancellation of $500,640 of indebtedness.
As of June 20, 2024, a total of $69,000,000 (which amount includes $1,725,000 of the underwriter’s 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 (including the proceeds received as a result of the Underwriters’ exercise of the over-allotment option) was placed in a U.S.-based trust account at Wilmington Trust, N.A., at 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 and Restated Memorandum and Articles of Association of the Company (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 upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Audited balance sheet, dated as of June 20, 2024 |
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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 26, 2024 | By: | /s/ Matthew Chen |
| Name: | Matthew Chen | |
| Title: | Chief Executive Officer | |
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