FSHP Flag Ship Acquisition Corp - 8-K

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

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