Current Report · Items 4.01, 9.01 · 8-K
Flag Ship Acquisition Corp
FSHPNASDAQEQUITYCurrent
Changes in Registrant's Certifying Accountant
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.…
Filed Jul 21, 2026Accepted Jul 21, 2026, 11:00 AM EDTCIK 1850059Accession 0001829126-26-007693
Company context
Flag Ship is a blank-check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Flag Ship is sponsored by Whale Management Corporation, a British Virgin Islands business company.
Current securities
Disclosure sections
Items 4.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 4.01Item 4.01 - Changes in Certifying Accountant
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).