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Flag Ship Acquisition Corp. (NASDAQ: FSHP) flagged by Nasdaq for late 2025 10-K filing

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Flag Ship Acquisition Corp. reported that Nasdaq notified the company on April 17, 2026 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because its Form 10-K for the year ended December 31, 2025 was not filed on time.

The company must submit a plan to regain compliance to Nasdaq by June 16, 2026, and, if the plan is accepted, Nasdaq may grant an extension of up to October 12, 2026 to file the Form 10-K and cure the deficiency. The notice does not immediately affect the listing of Flag Ship’s securities on Nasdaq, and the company states it is working diligently to complete the Form 10-K, while cautioning there is no assurance it will regain compliance or meet all Nasdaq listing criteria.

Positive

  • None.

Negative

  • Nasdaq non-compliance notice for late 10-K: The company failed to timely file its Form 10-K for the year ended December 31, 2025, leading Nasdaq to issue a Listing Rule 5250(c)(1) deficiency notice and creating potential longer-term listing risk if not remedied.

Insights

Nasdaq late-filing notice creates listing risk if not cured.

Flag Ship Acquisition Corp. has received a Nasdaq notice for missing its Form 10-K deadline for the year ended December 31, 2025, triggering non-compliance with Listing Rule 5250(c)(1). This rule requires timely periodic reports as a condition of continued listing.

Nasdaq has given the company until June 16, 2026 to submit a compliance plan and may allow up to October 12, 2026 to resolve the delinquent filing. During this period, trading of its securities continues, but further action depends on Nasdaq’s review and the company’s ability to file.

The company emphasizes it is working diligently to complete the Form 10-K yet explicitly notes there is no assurance it will regain compliance or otherwise satisfy Nasdaq’s listing criteria. Subsequent updates on the Form 10-K status and Nasdaq’s response will clarify the longer-term listing outcome.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Notice date April 17, 2026 Date Nasdaq notified company of non-compliance with Listing Rule 5250(c)(1)
Compliance plan deadline June 16, 2026 Deadline to submit plan to regain compliance with late Form 10-K
Potential extension end date October 12, 2026 Latest date Nasdaq may allow to cure 10-K filing delinquency
Fiscal year-end for late 10-K December 31, 2025 Period covered by the delinquent Annual Report on Form 10-K
Press release date April 22, 2026 Date company publicly announced receipt of Nasdaq notification
Nasdaq Listing Rule 5250(c)(1) regulatory
"it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Annual Report"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Emerging growth company regulatory
"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Special Purpose Acquisition Company financial
"Flag Ship Acquisition Corp (NASDAQ: FSHP) (the “Company”), a special purpose acquisition company, announced that on April 17, 2026"
A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.
forward-looking statements regulatory
"This press release includes certain “forward-looking” statements, as that term is defined under the federal securities laws."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
business combination financial
"formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

April 17, 2026

Date of Report (Date of earliest event reported)

 

FLAG SHIP ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands   001-42138   00-0000000 N/A
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

26 Broadway, Suite 934

New York, New York 10004

(Address of Principal Executive Offices, and Zip Code)

 

(646)-362-0256

Registrant’s Telephone Number, Including Area Code

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Ordinary Share, $0.001 par value, and one right   FSHPU   The Nasdaq Stock Market LLC
Ordinary Shares, $0.001 par value   FSHP   The Nasdaq Stock Market LLC
Rights to receive one-tenth (1/10th) of one Ordinary Share   FSHPR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On April 17, 2026, Flag Ship Acquisition Corp. (the “Company”) received a deficiency letter (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”), as required for continued listing on The Nasdaq Global Market.

 

Under Nasdaq’s Listing Rules, the Company must submit a plan to regain compliance with Nasdaq within 60 calendar days of the date of the Notice. If the Company’s plan is accepted, then Nasdaq can grant an exception of up to 180 calendar days from the date that the Form 10-K should have been filed, or October 12, 2026. The Notice has no immediate effect on the listing of the Company’s ordinary shares. The Company continues to work diligently to complete the Form 10-K. There can be no assurance, however, that the Company will be able to regain compliance with the listing requirements discussed above or otherwise satisfy the other Nasdaq listing criteria.

 

Item 7.01. Regulation FD Disclosure.

 

On April 22, 2026, the Company issued a press release announcing the receipt of the Notice. A copy of the press release is being furnished herewith as Exhibit 99.1.

 

In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated by reference in this Item 7.01, including the press release furnished herewith as Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing. 

 

Item 9.01. Financial Statement and Exhibits.

 

(d)Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Flag Ship Acquisition Corporation
     
Dated: April 22, 2026 By: /s/ Matthew Chen
  Name: Matthew Chen
  Title: Chief Executive Officer

 

2

 

Exhibit 99.1

 

Flag Ship Acquisition Corp Receives Nasdaq Notification of Non-Compliance with Listing Rules

 

New York, NY, April 22, 2026 – Flag Ship Acquisition Corp (NASDAQ: FSHP) (the “Company”), a special purpose acquisition company, announced that on April 17, 2026, it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) advising the Company that the Company does not comply with Nasdaq’s Listing Rule 5250(c)(1) for continued listing because the Company had not timely filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”). Nasdaq has informed the Company that it has until June 16, 2026 to submit a plan to regain compliance with respect to this delinquent report. If Nasdaq approves the Company’s plan, it has the discretion to grant the Company an extension of up to 180 calendar days from the due date of the Form 10-K (or until October 12, 2026) to regain compliance.

 

Nasdaq’s Listing Rules also require that the Company make a public announcement disclosing receipt of the notification letter by issuing a press release within four business days of the date of such notice. The Company is working diligently to complete the Form 10-K. This notification has no immediate effect on the listing of the Company’s securities on Nasdaq. There can be no assurance, however, that the Company will be able to regain compliance with the listing requirements discussed above or otherwise satisfy the other Nasdaq listing criteria.

 

About Flag Ship Acquisition Corporation

 

Flag Ship is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. Flag Ship’s efforts to identify a target business have not been limited to a particular industry or geographic region. Flag Ship is sponsored by Whale Management Corporation, a BVI business company with limited liability. As previously disclosed, the Company has entered into a definitive agreement for a business combination with Great Future Technology Inc.

 

Forward Looking Statements

 

This press release includes certain “forward-looking” statements, as that term is defined under the federal securities laws. Such forward-looking statements, including the successful consummation of the Company’s initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Accordingly, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words or phrases such as “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will likely result,” “could,” “should,” “believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,” seek,” “intend,” “strategy,” or the negative version of those words or phrases or similar expressions are intended to identify such forward-looking statements. You should not place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and, except as required by law, the Company assumes no obligation and does not intend to update any forward-looking statement to reflect events or circumstances after the date hereof.

 

For further information, please contact:

 

Matthew Chen | Chief Executive Officer
Phone: (212) 884-2667
Email: mchen@flagshipac.com

 

 

Source: View Original Filing on SEC EDGAR

FAQ

Why did Flag Ship Acquisition Corp. (FSHP) receive a Nasdaq non-compliance notice?

Flag Ship Acquisition Corp. received a Nasdaq non-compliance notice because it did not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Nasdaq Listing Rule 5250(c)(1) requires timely periodic filings as a condition for continued listing.

What deadline has Nasdaq set for FSHP to regain compliance?

Nasdaq has given Flag Ship Acquisition Corp. until June 16, 2026 to submit a plan to regain compliance with the late Form 10-K. If Nasdaq approves that plan, it may grant an extension until October 12, 2026 to resolve the filing delinquency.

Does the Nasdaq notice immediately affect FSHP’s Nasdaq listing status?

The notice has no immediate effect on the listing of Flag Ship Acquisition Corp.’s securities on Nasdaq. The company’s securities continue to trade while it works to complete the Form 10-K and seek acceptance of its compliance plan from Nasdaq.

What is Nasdaq Listing Rule 5250(c)(1) mentioned in FSHP’s disclosure?

Nasdaq Listing Rule 5250(c)(1) requires listed companies to file all required periodic financial reports, such as Form 10-K, on a timely basis. Failure to meet these filing deadlines can result in a deficiency notice and, if uncured, potential delisting proceedings.

How is Flag Ship Acquisition Corp. responding to the late Form 10-K issue?

Flag Ship Acquisition Corp. states it is working diligently to complete its Form 10-K for the year ended December 31, 2025. The company plans to submit a compliance plan to Nasdaq, while acknowledging there is no assurance it will ultimately regain full listing compliance.

What business is Flag Ship Acquisition Corp. (FSHP) engaged in as a SPAC?

Flag Ship Acquisition Corp. is a special purpose acquisition company formed to pursue a business combination with one or more businesses through acquisitions, share exchanges, asset purchases, or similar transactions. It has a definitive agreement for a combination with Great Future Technology Inc.

Filing Exhibits & Attachments

5 documents

Press Releases

Other Documents