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CORRESP
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    Robert
                                            Charles Brighton, Jr.

                                            Shareholder

                                            Phone: 954.985.4178    Fax: 954.985.4176

                                            Rbrighton@beckerlawyers.com

Becker
& Poliakoff

1
East Broward Blvd.

Suite
1800

Ft. Lauderdale, FL 33301

October
6, 2023

VIA EDGAR

United
States Securities & Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street NE

Washington,
DC 20549

    Attention:
    Ms.
    Kathryn Jacobson

    Mr.
    Robert Littlepage

    Re:
    Flag
    Ship Acquisition Corporation

    Amendment
    No. 3 to Registration Statement on Form S-1

    Filed
    December 14, 2022

    File
    No. 333-261028

To
the Reviewing Staff Members of the Commission:

On
behalf of our client, Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), we submit
to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated January 12, 2023 on the Company’s
Amendment No. 3 to Registration Statement on Form S-1 previously submitted on December 14, 2022 (the “Registration Statement”).

Concurrently
with the submission of this letter, the Company is submitting Amendment No. 4 to its registration statement on Form S-1 (the “Revised
Registration Statement”) with exhibits via EDGAR to the Commission.

The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Revised Registration Statement.

United States Securities & Exchange Commission

Division of Corporation Finance

October 6, 2023

Page 2

Amendment
No. 3 to Registration Statement on Form S-1 filed 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 would be classified
as liabilities. Please clarify if this is the case, and revise your disclosure as appropriate.

The Company has determined
not to include warrants in the units being offered pursuant to the registration statement and, accordingly, we have revised the cover
page of the Registration Statement and elsewhere in the prospectus to reflect that the securities being offering do not include warrants.
We believe that the removal of the warrants from the securities being offered eliminates the need to otherwise respond to the Staff’s
comment.

We trust that our response
fully addresses the concerns of the Staff as expressed in its comment letter. Should you have additional questions regarding the information
contained in the Registration Statement or prospectus or with respect to our response to the comment letter, please contact the undersigned
at rbrighton@beckerlawyers.com or Bill Huo, Esq. at bhuo@beckerlawyers.com. You may also contact the undersigned by phone
at (954) 985-4178.

    Very
    truly yours,

    By:

    /s/
    Robert C. Brighton, Jr.

    Name:

    Robert
    C. Brighton, Jr.

    cc:
    Mr. Matthew Chen

    Chief Executive Officer

    Flag Ship Acquisition Corporation