SEC Comment Letter 0000000000-23-000317 to Flag Ship Acquisition Corp (FSHP, FSHPR, FSHPU) (CIK 0001850059) (FSHP)
Flag Ship Acquisition Corp (FSHP, FSHPR, FSHPU) (CIK 0001850059)
Date: Jan. 12, 2023 · CIK: 0001850059 · Accession: 0000000000-23-000317
AI Filing Summary & Sentiment
File numbers found in text: 333-261028
Letter
United States securities and exchange commission logo January 12, 2023 Matthew Chen Chief Executive Officer Flag Ship Acquisition Corporation 260 Madison Avenue, 8th Floor New York, NY 10016 Re:Flag Ship Acquisition Corporation Amendment No. 3 to Registration Statement on Form S-1 Filed December 14, 2022 File No. 333-261028 Dear Matthew Chen: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Amendment No. 3 to Registration Statement filed on December 14, 2022 Private Placement Units, page 132 1.We note your disclosure hereunder that the warrants included in the "private placement units will be redeemable and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering." However, we note in your definition of warrants on page 1 (and related disclosures elsewhere in the filing) that private placement warrants are redeemable "to the extent that they are no longer held by the initial purchasers of the private placement units or their permitted transferees." Because the settlement amount for the subject warrants depends solely on who holds the instrument, and this is not an input to the fair value of a fixed-for-fixed option or forward on equity shares, it appears this provision would cause the private placement warrants to fail Step 2 of the indexation guidance under ASC 815-40-15. If so, the private placement warrants
FirstName LastNameMatthew Chen Comapany NameFlag Ship Acquisition Corporation January 12, 2023 Page 2 FirstName LastName Matthew Chen Flag Ship Acquisition Corporation January 12, 2023 Page 2 would be classified as liabilities. Please clarify if this is the case, and revise your disclosure as appropriate. You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney, at (202-551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Robert C. Brighton, Esq.
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United States securities and exchange commission logo
January 12, 2023
Matthew Chen
Chief Executive Officer
Flag Ship Acquisition Corporation
260 Madison Avenue, 8th Floor
New York, NY 10016
Re:Flag Ship Acquisition Corporation
Amendment No. 3 to Registration Statement on Form S-1
Filed December 14, 2022
File No. 333-261028
Dear Matthew Chen:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 3 to Registration Statement filed on December 14, 2022
Private Placement Units, page 132
1.We note your disclosure hereunder that the warrants included in the "private placement
units will be redeemable and exercisable by the holders on the same basis as the warrants
included in the units being sold in this offering." However, we note in your definition of
warrants on page 1 (and related disclosures elsewhere in the filing) that private placement
warrants are redeemable "to the extent that they are no longer held by the initial
purchasers of the private placement units or their permitted transferees." Because the
settlement amount for the subject warrants depends solely on who holds the instrument,
and this is not an input to the fair value of a fixed-for-fixed option or forward on equity
shares, it appears this provision would cause the private placement warrants to fail Step 2
of the indexation guidance under ASC 815-40-15. If so, the private placement warrants
FirstName LastNameMatthew Chen
Comapany NameFlag Ship Acquisition Corporation
January 12, 2023 Page 2
FirstName LastName
Matthew Chen
Flag Ship Acquisition Corporation
January 12, 2023
Page 2
would be classified as liabilities. Please clarify if this is the case, and revise your
disclosure as appropriate.
You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202-551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Robert C. Brighton, Esq.