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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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. |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 | |
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