false
0001969475
0001969475
2026-03-19
2026-03-19
0001969475
BAYA:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember
2026-03-19
2026-03-19
0001969475
BAYA:OrdinarySharesParValue0.0001PerShareMember
2026-03-19
2026-03-19
0001969475
BAYA:RightsEachRightEntitlingHolderThereofToOnetenthOfOneOrdinaryShareMember
2026-03-19
2026-03-19
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
Date
of Report (Date of earliest event reported): March 19, 2026
Bayview
Acquisition Corp
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41890 |
|
N/A00-0000000 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
420
Lexington Ave, Suite 2446
New
York, NY 10170
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code (347) 627-0058
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:
| ☐ |
Written
communications 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
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications 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 Securities Exchange Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one ordinary share and one right |
|
BAYAU |
|
The
Nasdaq Stock Market LLC |
| Ordinary
Shares, par value $0.0001 per share |
|
BAYA |
|
The
Nasdaq Stock Market LLC |
| Rights,
each right entitling the holder thereof to one-tenth of one ordinary share |
|
BAYAR |
|
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
As
previously disclosed, on February 19, 2026, Bayview Acquisition Corp, a Cayman Islands exempted corporation (the “Company”)
received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that the Staff had determined to delist the Company’s securities from Nasdaq.
On December 16,
2025, the Company submitted an application to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market (the “Transfer
Application”). The Company believes that, upon approval of the Transfer Application, it will be better positioned to cure the market
value of listed securities deficiency under Nasdaq Listing Rule 5450(b)(2)(A) and the minimum public holders deficiency under Nasdaq
Listing Rule 5450(a)(2), each as previously disclosed. However, there can be no assurance that the Transfer Application will be approved.
In
connection with the delist notice received on February 19, 2026, the
Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal the determination. On February
24, 2026, the Company received formal notice that a hearing before the Panel has been scheduled for March 31, 2026 at 11:00 a.m. Eastern
Time (the “Hearing”). The Hearing will be conducted via video conference.
On
March 19, 2026, the Company received a written notice from the Staff notifying the Company that the Company is not in compliance with
Nasdaq Listing Rule 5450(b)(2)(B) (the “PHS Rule”), which requires the Company to maintain a minimum of 1,100,000 publicly
held shares for continued listing.
Pursuant
to Nasdaq Listing Rule 5810(d), the Company will present its views with respect to the PHS Rule deficiency at the Hearing. Although the
Company will use all reasonable efforts to regain compliance with each of the Nasdaq listing rules, there can be no assurance that the
Company will be able to regain compliance with those rules or will otherwise be in compliance with other Nasdaq listing criteria. There
can also be no assurance that the appeal in connection with the Hearing will be successful.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the
use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions.
Such statements are subject to certain risks and uncertainties that may cause the Company’s actual results to differ from the expectations
expressed in the forward-looking statements. There can be no assurance that the Company will achieve such expectations, including the
Company’s ability to successfully appeal a delisting determination and the Company’s ability to resolve the deficiency under
the PHS Rule. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes
no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the
date of this report, unless required by law.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
BAYVIEW
ACQUISITION CORP |
| |
|
|
| Date:
March 23, 2026 |
By: |
/s/
Xin Wang |
| |
Name: |
Xin
Wang |
| |
Title: |
Chief
Executive Officer |
