false
0001969475
0001969475
2026-02-12
2026-02-12
0001969475
BAYAU:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember
2026-02-12
2026-02-12
0001969475
BAYAU:OrdinarySharesParValue0.0001PerShareMember
2026-02-12
2026-02-12
0001969475
BAYAU:RightsEachRightEntitlingHolderThereofToOnetenthOfOneOrdinaryShareMember
2026-02-12
2026-02-12
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): February 12, 2026
Bayview
Acquisition Corp
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41890 |
|
00-0000000 N/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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
February 12, 2026, Bayview Acquisition Corp, a Cayman Islands exempted corporation (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 Rule 5620(a), which requires the Company to hold an annual
meeting of shareholders within twelve months of the end of its fiscal year. 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 45 calendar days, or until March 30, 2026, to submit a plan to regain compliance with Listing Rule
5620(a). The Company intends to submit a plan to regain compliance with Listing Rule 5620(a) within the required timeframe. If Nasdaq
accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the fiscal year end, or until
June 29, 2026, to evidence compliance with Listing Rule 5620(a). If Nasdaq does not accept the Company’s plan, the Company will
have the opportunity to appeal the decision to a Nasdaq Hearing Panel.
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 Listing Rule 5620(a) 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.
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:
February 17, 2026 |
By: |
/s/
Xin Wang |
| |
Name: |
Xin
Wang |
| |
Title: |
Chief
Executive Officer |
