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 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 transition period from __________ to __________ Commission file number: 001-42138 Flag Ship Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands N/A (St ...

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 March 31, 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 Flag Ship Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands N/A (S ...

Financial Performance - For the year ended December 31, 2024, the company reported a net income of $909,838, primarily from dividend income of $1,799,136 on marketable securities held in the Trust Account, offset by expenses of $889,298 [396]. - The company had cash of $76,747 held outside the Trust Account as of December 31, 2024, which will be used for operational needs and potential Business Combination expenses [400]. 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 investments in the Trust Account totaling $70,799,136, which will be used to complete the Business Combination [399]. - The company plans to use substantially all funds in the Trust Account for the Business Combination, with the possibility of withdrawing interest to pay taxes [399]. Debt and Financing - 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]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2024 [404]. - The company may need to raise additional capital through loans or investments to complete the Business Combination, which raises concerns about its ability to continue as a going concern if the transaction does not close [403]. Future Expenses - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence costs related to the Business Combination [395].

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]. Company Structure and Regulations - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[116]. - The company had no off-balance sheet arrangements as of September 30, 2024[115]. 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]. Investment and Risk Management - As of September 30, 2024, the company was not subject to any market or interest rate risk, with investments in U.S. government securities and money market funds[118]. - The company generated non-operating income in the form of interest income from the Trust Account, with no operating revenues expected until the completion of its initial business combination[103].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $19,924, driven by dividend income of $97,945 from investments held in the Trust Account, offset by formation and operating costs of $78,021 [101]. - For the six months ended June 30, 2024, the company experienced a net loss of $55,864, with formation and operating costs totaling $153,809, partially offset by dividend income of $97,945 [103]. - The company reported a net income of $2,546 for the three months ended June 30, 2023, with other income of $4,250 and formation and operating costs of $1,704 [103]. Business Operations - The company has not generated any operating revenues since inception and will only do so upon the completion of its initial business combination [100]. - The company expects to incur significant costs in pursuing its acquisition plans, with no assurance of successful completion of a business combination [99]. - 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 [107]. Financial Position - As of June 30, 2024, the company had no off-balance sheet arrangements [112]. - As of June 30, 2024, the company was not subject to any market or interest rate risk, as proceeds from the initial public offering have been invested in short-term U.S. government securities [115]. - The company incurred 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 [106]. Regulatory Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [113].