Flag Ship Acquisition (NASDAQ: FSHP) back in full listing compliance

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Flag Ship Acquisition Corporation has regained full compliance with Nasdaq’s reporting rules. Nasdaq’s Listing Qualifications Department notified the company that it now meets Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic SEC reports.

Earlier notices in April and May 2026 cited late filings of the company’s Form 10-K for the year ended December 31, 2025 and Form 10-Q for the quarter ended March 31, 2026. After Flag Ship filed its March 31, 2026 Form 10-Q on June 5, 2026, Nasdaq confirmed compliance on June 8, 2026 and stated that the matter is closed. The company issued a press release on June 9, 2026 to announce this outcome.

Insights

Flag Ship cures prior filing delays and removes near-term Nasdaq compliance risk.

Flag Ship Acquisition Corporation received confirmation from Nasdaq that it now complies with Listing Rule 5250(c)(1), which focuses on timely submission of required SEC reports. This follows earlier deficiency notices tied to its delayed Form 10-K and Form 10-Q.

The confirmation means the immediate risk associated with those specific late filings has been resolved, and Nasdaq regards the episode as closed. While this restores normal listing status around reporting timeliness, overall execution and future compliance still depend on the company continuing to file its periodic reports on time.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

Nasdaq Listing Rule 5250(c)(1), Form 10-K, Form 10-Q, Special Purpose Acquisition Company, +1 more

5 terms

Nasdaq Listing Rule 5250(c)(1) regulatory

"it has regained compliance with Nasdaq Listing Rule 5250(c)(1)"

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.

Form 10-K regulatory

"failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Form 10-Q regulatory

"its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

Special Purpose Acquisition Company financial

"also commonly referred to as a Special Purpose Acquisition Company, or SPAC"

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 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

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.

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Understanding 8-K Material Events →

06/09/2026 - 04:30 PM

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

June 8, 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 (1/10^th) 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 8.01

Other Events.

On June 8, 2026, Flag Ship Acquisition Corp. (the "Company") received formal notice from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it has regained compliance with Nasdaq Listing Rule 5250(c)(1).

As previously disclosed, Nasdaq notified the Company on April 17, 2026 and May 21, 2026 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 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, respectively.

On June 8, 2026, Nasdaq confirmed that, following the filing of the Company's Form 10-Q for the quarter ended March 31, 2026 on June 5, 2026, the Company complies with Rule 5250(c)(1). Accordingly, Nasdaq has determined that the matter is now closed.

In addition, on June 9, 2026, the Company issued a press release announcing the foregoing. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements 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)

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: June 9, 2026	By:	/s/ Matthew Chen
	Name:	Matthew Chen
	Title:	Chief Executive Officer

Exhibit 99.1

Flag Ship Acquisition Corporation Regains Compliance with Nasdaq Listing Rule 5250(c)(1)

NEW YORK, June 9, 2026 (GLOBE NEWSWIRE) – Flag Ship Acquisition Corporation (Nasdaq: FSHP) (the “Company”) today announced that it has received formal notice from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) that the Company has regained compliance with Nasdaq Listing Rule 5250(c)(1).

On June 8, 2026, Nasdaq confirmed that, following the filing of the Company’s Form 10-Q for the quarter ended March 31, 2026 on June 5, 2026, the Company complies with Rule 5250(c)(1). Accordingly, Nasdaq has determined that the matter is now closed.

About Flag Ship Acquisition Corp.

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.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Company’s ability to maintain compliance with Nasdaq listing requirements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, many of which are beyond the Company’s control. Actual results, performance, or achievements may differ materially from those expressed or implied by any forward-looking statement. Additional information regarding factors that may cause actual results to differ materially is included under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in the Company’s subsequent periodic reports and other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements except as required by law.

Contact:

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Flag Ship Acquisition Corp. (FSHP) announce in its latest 8-K?

Flag Ship Acquisition Corp. reported that Nasdaq notified the company it has regained compliance with Listing Rule 5250(c)(1). This follows the filing of its previously delayed Form 10-K and Form 10-Q, leading Nasdaq to treat the matter as closed.

Why was Flag Ship Acquisition Corp. (FSHP) previously out of Nasdaq compliance?

Nasdaq had notified Flag Ship that it was not in compliance with Listing Rule 5250(c)(1) due to failing to timely file its Form 10-K for the year ended December 31, 2025 and its Form 10-Q for the quarter ended March 31, 2026, triggering deficiency notices.

How did Flag Ship Acquisition Corp. (FSHP) regain compliance with Nasdaq rules?

The company filed its Form 10-Q for the quarter ended March 31, 2026 on June 5, 2026. After this filing, Nasdaq confirmed on June 8, 2026 that Flag Ship complies with Listing Rule 5250(c)(1) and that the deficiency matter is closed.

What Nasdaq listing rule is relevant to Flag Ship Acquisition Corp. (FSHP)?

The key rule is Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the SEC. Flag Ship was deemed non-compliant when it missed deadlines but is now back in compliance after submitting the outstanding reports.

Did Flag Ship Acquisition Corp. (FSHP) issue a press release about Nasdaq compliance?

Yes. On June 9, 2026, Flag Ship issued a press release announcing that Nasdaq had confirmed the company regained compliance with Listing Rule 5250(c)(1). The press release is filed as Exhibit 99.1 to the current report.

What type of company is Flag Ship Acquisition Corp. (FSHP)?

Flag Ship is a blank check company, also known as a Special Purpose Acquisition Company (SPAC). It was formed to pursue a business combination with one or more businesses, without limiting its search to a particular industry or geographic region.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 7.9 KB

Flag Ship Acquisition (NASDAQ: FSHP) back in full listing compliance

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