UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 001-42138 26 Broadway, Suite 934 New York, New York 10004 (Address of principal executive offices) (646) 362-0256 (Regist ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Flag Ship Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) 26 Broadway, Suite 934 New York, New York 10004 (Address of principal executive offices) For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO ...

Financial Performance - For the year ended December 31, 2024, the company reported a net income of $909,838, primarily driven by dividend income of $1,799,136 from marketable securities held in the Trust Account, offset by expenses of $889,298[396]. Initial Public Offering - The company completed its Initial Public Offering on June 20, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 Units and an additional $2,380,000 from the sale of 238,000 Private Units[397]. - The company incurred total transaction costs of $3,448,233 related to the Initial Public Offering, including $1,380,000 in underwriting fees and $1,725,000 in deferred underwriting fees[398]. Trust Account and Investments - As of December 31, 2024, the company had total investments in the Trust Account amounting to $70,799,136, which will be utilized to complete the Business Combination[399]. - The company has cash of $76,747 held outside the Trust Account, which will be used for operational expenses and due diligence related to potential Business Combinations[400]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2024, and only has a monthly fee obligation of $10,000 to the Sponsor for administrative services[404][405]. - The company issued an unsecured promissory note (the "2024 Note") for up to $1,000,000 to the Sponsor, with $677,851 outstanding as of December 31, 2024[402]. Future Expectations and Capital Needs - The company expects to incur increased expenses due to being a public entity, including legal and compliance costs, as well as due diligence expenses for potential acquisitions[395]. - The company anticipates needing to raise additional capital to complete a Business Combination, which may involve loans or investments from its Sponsor or other parties[403]. - The company has extended the Outside Date for the Proposed GRT Business Combination from February 28, 2025, to August 28, 2025, through an amendment to the Merger Agreement[393].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $488,327, driven by dividend income of $891,298 from investments held in the Trust Account, offset by formation and operating costs of $402,971[104]. - For the nine months ended September 30, 2024, the company achieved a net income of $432,463, with dividend income of $989,243 and formation and operating costs of $556,780[106]. - The company incurred a net loss of $45,809 for the three months ended September 30, 2023, entirely attributed to formation and operating costs[106]. Costs and Expenses - The company expects to incur significant costs in pursuing its acquisition plans, with no assurance of successful completion of a Business Combination[102]. - The underwriters are entitled to a cash underwriting discount of 2.0% of the gross proceeds of the initial public offering, amounting to $1,380,000, upon the closing of the initial business combination[109]. - The company has entered into an agreement to pay its sponsor $10,000 per month for administrative support services until the consummation of the initial business combination[110]. Financial Position and Accounting - The company had no off-balance sheet arrangements as of September 30, 2024[115]. - The company has not identified any critical accounting estimates that could materially affect its financial statements[113]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[116]. Investment Strategy - The company has invested the net proceeds from its Initial Public Offering in U.S. government securities with a maturity of 180 days or less, minimizing exposure to interest rate risk[118].