Flag Ship Acquisition Corp

8-K · flagshipacq_8k.htm iXBRL

0001850059

 2026-06-08
 2026-06-08

 0001850059

 fshpu:UnitsEachConsistingOfOneOrdinaryShare0.001ParValueAndOneRightMember

 2026-06-08
 2026-06-08

 0001850059

 fshpu:OrdinaryShares0.001ParValueMember

 2026-06-08
 2026-06-08

 0001850059

 fshpu:RightsToReceiveOnetenth110thOfOneOrdinaryShareMember

 2026-06-08
 2026-06-08

 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

  

 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)

  

 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:
 June 9, 2026
 By:
 /s/
 Matthew Chen

  
 Name:
 Matthew
 Chen

  
 Title:
 Chief
 Executive Officer

  

 2