UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 28, 2026

Date of Report (Date of earliest event reported)

FLAG SHIP ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)

26 Broadway, Suite 934

New York, New York 10004

(Address of Principal Executive Offices, and Zip Code)

(646)-362-0256

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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. ☐

Promissory Note

On August 30, 2024, Flag Ship Acquisition Corporation (the “Company”) issued an unsecured promissory note (the “Original Note”) in the principal amount of up to $1,000,000 to Whale Management Corporation (“Whale”). The Original Note did not bear any interest and had a maturity date of the earlier of: (i) December 31, 2025 or (ii) the date on which the Company consummates its initial business combination. The Original Note was subject to customary events of default, the occurrence of certain of which would entitle Whale to declare, by written notice to Company, the unpaid principal balance of the Original Note and all other sums payable with regard to the Original Note becoming immediately due and payable.

On August 21, 2025, the Company and Whale agreed to amend and restate the Original Note to solely raise the principal balance from $1,000,000 to $1,200,000 (the “Amended Note”). Other than the increased principal amount, the Amended Note has the same terms as the Original Note.

On January 28, 2026, the Company and Whale agreed to amend and restate the Amended Note (the “Second Amended Note”). to raise the principal balance from $1,200,000 to $2,000,000 and extend the maturity date thereof to be the earlier of: (i) December 31, 2026 or (ii) the date on which the Company consummates its initial business combination. Other than the foregoing terms, the Second Amended Note has the same terms as the Amended Note.

The issuance of the Amended Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of the Second Amended Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Amended Note.

EXHIBIT INDEX

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.