false
0001850059
0001850059
2026-05-21
2026-05-21
0001850059
fshpu:UnitsEachConsistingOfOneOrdinaryShare0.001ParValueAndOneRightMember
2026-05-21
2026-05-21
0001850059
fshpu:OrdinaryShares0.001ParValueMember
2026-05-21
2026-05-21
0001850059
fshpu:RightsToReceiveOnetenth110thOfOneOrdinaryShareMember
2026-05-21
2026-05-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
May 21, 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 May 21, 2026, Flag Ship Acquisition Corporation
(the “Company”) received an additional deficiency letter (the “Notice”) from the Nasdaq Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) as a result of the Company’s failure to timely file its Form 10-Q
for the quarter ended March 31, 2026. As reported in a press release dated April 22, 2026, the Company initially received a deficiency
notice from Nasdaq for failing to timely file its Form 10-K for the period ended December 31, 2025 (the “Initial Deficiency Notice”).
As of the date of this report, the Company remains delinquent in filing its Form 10-K for the period ended December 31, 2025 (the “Form
10-K”), and its Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”), as required by Nasdaq Listing Rule
5250(c)(1).
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 Initial Deficiency Notice. If the Company’s
plan is accepted, then Nasdaq may 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 and file the Form 10-K and Form 10-Q. 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 May 27, 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. |
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:
May 27, 2026 |
By: |
/s/
Matthew Chen |
| |
Name: |
Matthew
Chen |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Flag Ship Acquisition Corporation Receives Additional Nasdaq Notification Regarding Late Filing of Quarterly Report
NEW YORK, May 27, 2026 (GLOBE NEWSWIRE) -- Flag Ship Acquisition Corporation (Nasdaq: FSHP) (the "Company") announced that it received a second notification letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) on May 21, 2026 (the “Notice”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its periodic report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) with the Securities and Exchange Commission. As previously announced on April 22, 2026, the Company received a notification letter from the Nasdaq Listing Qualifications Department on April 17, 2026 (the “Initial Notice”) 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”).
The notices have no immediate effect on the listing or trading of the Company’s ordinary shares on the Nasdaq Global Market.
Under Nasdaq rules, the Company has 60 calendar days from receipt of the Initial Notice, or until June 16, 2026, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-K due date, or until October 12, 2026, for the Company to regain compliance.
The Company intends to take the necessary steps to regain compliance with Nasdaq’s listing rules as soon as practicable. However, there can be no assurance that Nasdaq will accept the Company’s plan or grant an exception, or that the Company will be able to regain compliance within any extension period that may be granted.
This press release is issued in accordance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.
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 intention to file the Form 10-Q and Form 10-K, submit a compliance plan, and regain 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, including the Company’s ability to complete its financial statements and file required reports in a timely manner, and Nasdaq’s acceptance of any compliance plan. The Company undertakes no obligation to update any forward-looking statements except as required by law.
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.
Contact:
Matthew Chen | Chief Executive Officer
Phone:
(212) 884-2667
Email: mchen@flagshipac.com
