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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): January 16, 2026
Bayview
Acquisition Corp
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41890 |
|
00-0000000N/A |
(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
1.01 Entry into a Material Definitive Agreement.
Amendment
to Merger Agreement
As
previously disclosed, on June 7, 2024, Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”) entered
into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Oabay Holding Company, a Cayman Islands
exempted company limited by shares (“PubCo”), Oabay Inc., a Cayman Islands exempted company limited by shares, Bayview Merger
Sub 1 Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo, Bayview Merger Sub 2, a Cayman
Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo, Oabay Merger Sub Limited, a Cayman Islands exempted
company limited by shares and a wholly-owned subsidiary of PubCo, BLAFC Limited, a business company limited by shares in the British
Virgin Islands, Bayview Holding LP, a Delaware limited partnership, and Peace Investment Holdings Limited, a Delaware limited partnership.
On
June 26, 2024, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement pursuant to which, among other
things, the parties agreed to revise the earnout milestones to reflect new consolidated revenue metrics. On May 14, 2025, the parties
to the Merger Agreement entered into Amendment No. 2 to the Merger Agreement pursuant to which the parties agreed to realign the sequence
of the transactions contemplated by the Merger Agreement.
On
January 21, 2026, the parties to the Merger Agreement entered into Amendment No. 3 to the Merger Agreement (the “Third Amendment”),
pursuant to which the Outside Closing Date (as defined in the Merger Agreement) was extended to June 15, 2026.
The
foregoing summary of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment,
a copy of which is filed as Exhibit 2.1 and is incorporated by reference herein.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
January 16, 2026, the Company received a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company is not in compliance with Nasdaq Listing
Rules 5450(b)(2)(C), 5810(c)(3)(D), 5810(b), and 5505 (collectively, the “MVPHS Rules”), which requires the Company to maintain
a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15.0 million. The Notice is only a notification of deficiency,
not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global
Market.
The
Notice states that the Company has 180 calendar days, or until July 15, 2026, to regain compliance with the MVPHS Rules. To regain compliance,
the Company’s MVPHS must close at $15.0 million or more for a minimum of ten consecutive business days during the 180-day compliance
period ending on July 15, 2026. In the event the Company does not regain compliance with the MVPHS Rules prior to the expiration of the
compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company will
have the opportunity to appeal the decision to a Nasdaq Hearing Panel. The Company intends to monitor its MVPHS and consider its available
options to regain compliance with the MVPHS Rules.
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 regaining
compliance with the MVPHS Rules during any compliance period or in the future, otherwise meeting Nasdaq compliance standards, being granted
by Nasdaq any relief from delisting as necessary, or ultimately meeting applicable Nasdaq requirements for any such relief. 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.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
The
Exhibit Index is incorporated by reference herein.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 2.1 |
|
Amendment No. 3 to Merger Agreement, dated January 21, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document).] |
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:
January 22, 2026 | By: | /s/
Xin Wang |
| | Name: | Xin
Wang |
| | Title: | Chief
Executive Officer |
