Bayview warns of new Nasdaq listing deficiency risk

Bayview Acquisition Corp reports additional Nasdaq listing problems that heighten its delisting risk.

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Form Type

8-K

Rhea-AI Filing Summary

Bayview Acquisition Corp reports additional Nasdaq listing problems that heighten its delisting risk. The company previously received a determination to delist its securities and has applied to move from The Nasdaq Global Market to The Nasdaq Capital Market, but that transfer is still pending approval.

Bayview has now been notified it is out of compliance with Nasdaq Listing Rule 5450(b)(2)(B), which requires at least 1,100,000 publicly held shares. A hearing before a Nasdaq Hearings Panel is scheduled for March 31, 2026, where the company plans to address this and other deficiencies, though there is no assurance it will regain compliance or avoid delisting.

Positive

None.

Negative

Heightened delisting risk: Bayview has a Nasdaq delisting determination outstanding, multiple listing rule deficiencies (including the 1,100,000 publicly held shares requirement), and no assurance that its March 31, 2026 hearing or transfer application will prevent suspension or removal from Nasdaq.

Insights

Multiple Nasdaq deficiencies create real delisting risk for Bayview.

Bayview Acquisition Corp faces several Nasdaq rule deficiencies, including failing the PHS Rule minimum of 1,100,000 publicly held shares. It has already received a determination to delist, which is a serious escalation beyond routine notice-stage noncompliance.

The company is trying to transfer from The Nasdaq Global Market to The Nasdaq Capital Market and will present its case at a Nasdaq Hearings Panel on March 31, 2026. Outcomes range from additional time to regain compliance to suspension and delisting, depending on the Panel’s assessment.

For now, trading continues, but the company explicitly warns there is no assurance it will resolve the public holder, market value, or other listing criteria issues. Subsequent company filings after the March 31, 2026 hearing will clarify whether Nasdaq grants an extension or proceeds with delisting.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq issues does Bayview Acquisition Corp (BAYA) currently face?

Bayview faces multiple Nasdaq listing deficiencies, including a determination to delist its securities and noncompliance with the 1,100,000 publicly held shares requirement. It is also working to cure market value and minimum public holder shortfalls previously disclosed under other Nasdaq rules.

What is Nasdaq Listing Rule 5450(b)(2)(B) and how is BAYA noncompliant?

Nasdaq Listing Rule 5450(b)(2)(B) requires at least 1,100,000 publicly held shares for continued listing on The Nasdaq Global Market. Bayview received notice on March 19, 2026 that it no longer meets this standard, adding to its existing Nasdaq compliance challenges and delisting risk.

When is Bayview Acquisition Corp’s Nasdaq hearing scheduled?

Bayview’s hearing before a Nasdaq Hearings Panel is scheduled for March 31, 2026 at 11:00 a.m. Eastern Time and will be conducted by video conference. The company will present its plan to address multiple listing deficiencies, including the publicly held shares shortfall under the PHS Rule.

What is Bayview Acquisition Corp doing to remain listed on Nasdaq?

Bayview has applied to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market and requested a hearing to appeal the delisting determination. It plans to present its views on all deficiencies, including the PHS Rule, although it warns there is no assurance of success.

Could Bayview Acquisition Corp (BAYA) be delisted from Nasdaq?

Yes. Bayview already received a Nasdaq Staff determination to delist and now also fails the publicly held shares requirement. While it is appealing and seeking a market transfer, the company explicitly notes there is no assurance it will regain compliance or avoid Nasdaq delisting.

How does the potential transfer to The Nasdaq Capital Market affect BAYA?

Bayview believes moving from The Nasdaq Global Market to The Nasdaq Capital Market would better position it to cure its market value and minimum public holder deficiencies. However, the transfer application requires Nasdaq approval, and the company cautions there is no assurance that approval will be granted.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/23/2026 - 04:30 PM EDT

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.

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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

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Source: View Original Filing on SEC EDGAR

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Bayview warns of new Nasdaq listing deficiency risk