Flag Ship Acquisition Corp 8-K, filed Apr 22, 2026
Flag Ship Acquisition Corp (FSHP)
About this 8-K
Flag Ship Acquisition Corp filed this 8-K on April 22, 2026, reporting on events of April 17, 2026.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| 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