Flag Ship Acquisition Corp 8-K

What Happened

• Flag Ship Acquisition Corp (FSHP) filed an 8-K disclosing that it amended and restated a promissory note with Whale Management Corporation. The original unsecured note (issued Aug 30, 2024) was increased over time and, as of the Jan 28, 2026 amendment, the principal was raised to $2,000,000 and the maturity was extended to the earlier of (i) December 31, 2026 or (ii) the date FSHP completes its initial business combination. The note bears no interest and contains customary events of default that could allow Whale to accelerate repayment.

Key Details

• Original note issued Aug 30, 2024 for up to $1,000,000 (no interest).
• First amendment on Aug 21, 2025 increased principal to $1,200,000.
• Second amendment on Jan 28, 2026 increased principal to $2,000,000 and extended maturity to Dec 31, 2026 (or closing of initial business combination).
• The note is unsecured; certain defaults permit the lender to declare amounts immediately due. A copy of the Jan 28, 2026 promissory note is attached as Exhibit 10.1 to the filing.

Why It Matters

• This filing increases FSHP’s outstanding direct financial obligation to Whale Management to $2.0M and pushes the repayment timeline into late 2026 (or until a business combination). For investors, that means the company has a larger debt commitment on its balance sheet (unsecured and non‑interest bearing) that could affect liquidity or financing needs ahead of a business combination.