重大事件
即時報告
8-K
2026-07-21
Flag Ship Acquisition 解聘核數師 MaloneBailey，委任 Wei, Wei & Co. 為新任會計師
AI 繁中摘要
Flag Ship Acquisition Corporation（股票代碼：FSHPU、FSHP、FSHPR）於2026年7月20日提交8-K表格，披露會計師事務所變更。
公司審計委員會於當日決定解聘原有核數師MaloneBailey LLP，並即時委任Wei, Wei & Co., LLP為2026財政年度（截至2026年12月31日）的新任獨立註冊會計師事務所。
在2024及2025兩個財政年度，以及截至解聘日期為止，公司與MaloneBailey之間並無任何會計原則、財務報表披露或審計範圍方面的「分歧」（按Regulation S-K第304(a)(1)(iv)條定義）。MaloneBailey過往發出的審計報告亦無保留意見或否定意見，惟報告中包含一段強調事項，指出公司因淨資本不足、為完成融資及收購計劃而持續產生重大開支，以及須在指定限期內完成業務合併，因此存在對其持續經營能力的重大疑問。
另外，公司於2025年12月31日止年度的10-K年報中，確認了內部控制重大缺陷，主要包括：(i) 人手有限導致會計流程職責分工不足；(ii) 缺乏完整的會計、資訊科技、財務報告及記錄保存書面政策與程序。
就新聘會計師事務所方面，公司在委任Wei, Wei & Co., LLP之前，並無就任何特定交易的會計處理、審計意見類型或內部控制有效性等事項諮詢其意見。
公司已將本8-K副本提供予MaloneBailey，並要求其向SEC提交函件確認是否同意上述陳述，該函件已作為附件16.1一併提交。
對投資者的潛在影響：會計師事務所更換本身屬常規企業行動，但文件中提及的持續經營疑慮及內部控制重大缺陷，或會引起投資者對公司能否如期完成業務合併的關注。投資者宜密切留意公司後續公告及業務進展。
展開英文正文
false 0001850059 0001850059 2026-07-20 2026-07-20 0001850059 fshpu:UnitsEachConsistingOfOneOrdinaryShare0.001ParValueAndOneRightMember 2026-07-20 2026-07-20 0001850059 fshpu:OrdinaryShares0.001ParValueMember 2026-07-20 2026-07-20 0001850059 fshpu:RightsToReceiveOnetenth110thOfOneOrdinaryShareMember 2026-07-20 2026-07-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 July 20, 2026 Date of Report (Date of earliest event reported) FLAG SHIP ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-42138 00-0000000 N/A (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 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): ☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Ordinary Share, $0.001 par value, and one right FSHPU The Nasdaq Stock Market LLC Ordinary Shares, $0.001 par value FSHP The Nasdaq Stock Market LLC Rights to receive one-tenth (1/10th) of one Ordinary Share FSHPR The Nasdaq Stock Market LLC 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 4.01. Changes in Registrant’s Certifying Accountant. On July 20, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Flag Ship Acquisition Corporation (the “Company”) approved the engagement of Wei, Wei & Co., LLP as the Company’s new independent registered public accounting firm for the year ending December 31, 2026, effective as of such date. In connection with the selection of Wei, Wei & Co., LLP, the Audit Committee dismissed MaloneBailey LLP (“MaloneBailey”) as the Company’s independent registered public accounting effective July 20, 2026. During the years ended December 31, 2025 and 2024, and the subsequent period through the date of their dismissal, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused MaloneBailey to make reference to the subject matter of the disagreement in their reports. During the fiscal years ending December 31, 2025 and December 31, 2024 and the subsequent period through the date of dismissal, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K). except that the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 identified certain material weaknesses in its internal control over financial reporting. The material weaknesses identified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 relating to (i) inadequate segregation of duties within account processes due to limited personnel, and (2) insufficient written policies and procedure for accounting, IT, financial reporting and record keeping. The report of MaloneBailey on the Company’s balance sheets as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholder’s deficit and cash flows for the year ended December 31, 2025 and December 31, 2024, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that such report contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern because of the Company’s net capital deficiency and has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans, and its dependence on the completion of a business combination within a prescribed period of time. The Company provided MaloneBailey with a copy of this Form 8-K and requested that MaloneBailey provides the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of MaloneBailey’s letter is furnished as Exhibit 16.1 to this Form 8-K. During the years ended December 31, 2025 and 2024, and the subsequent period through the date of its engagement of Wei, Wei & Co., LLP, neither the Company nor anyone on its behalf has consulted Wei, Wei & Co., LLP with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or the effectiveness of internal control over financial reporting, where either a written report or oral advice was provided to the Company that Wei, Wei & Co., LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). 1 Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 16.1 Letter from MaloneBailey LLP to the Securities & Exchange Commission dated July 20, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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: July 21, 2026 By: /s/ Matthew Chen Name: Matthew Chen Title: Chief Executive Officer 3