Bayview Acquisition gets Nasdaq MVLS deficiency notice

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Bayview Acquisition Corp reported that Nasdaq has notified the company it is out of compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires a minimum Market Value of Listed Securities of $50.0 million. This is a deficiency notice only and does not immediately affect the trading or listing of its units, ordinary shares, or rights on the Nasdaq Global Market.

The company has 180 calendar days, until February 18, 2026, to regain compliance by maintaining a market value of listed securities of at least $50.0 million for ten consecutive business days. If it fails to do so, its securities may be subject to delisting, though the company would be able to appeal to a Nasdaq Hearing Panel. Bayview Acquisition Corp states that it intends to monitor its market value and consider available options to regain compliance.

Positive

None.

Negative

Nasdaq MVLS deficiency notice introduces a significant risk that Bayview Acquisition Corp’s securities could be delisted if a $50.0 million market value of listed securities is not restored by February 18, 2026.

Insights

Nasdaq MVLS deficiency heightens delisting risk if compliance is not restored.

Bayview Acquisition Corp has fallen below Nasdaq’s minimum Market Value of Listed Securities requirement of $50.0 million, triggering a formal deficiency notice. Importantly, this does not immediately remove the stock from the Nasdaq Global Market, so trading continues while the company is in the cure period.

The company has 180 days, until February 18, 2026, to lift its market value of listed securities back to at least $50.0 million for ten straight business days. Failure to meet this standard could lead to a delisting determination, although the company would have the right to appeal to a Nasdaq Hearing Panel.

Management indicates it plans to monitor its market value and consider options to regain compliance. The eventual impact on shareholders depends on whether the company can restore compliance before the cure period ends or secure relief through the Nasdaq appeal process, if needed.

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

What Nasdaq issue did Bayview Acquisition Corp (BAYAU) disclose?

Bayview Acquisition Corp disclosed that Nasdaq notified the company it is not in compliance with Listing Rule 5450(b)(2)(A), which requires a minimum Market Value of Listed Securities of $50.0 million.

Is Bayview Acquisition Corp currently being delisted from Nasdaq?

No. The notice is a deficiency notification only and has no current effect on the listing or trading of Bayview Acquisition Corp’s units, ordinary shares, or rights on the Nasdaq Global Market.

How long does Bayview Acquisition Corp (BAYAU) have to regain Nasdaq compliance?

Bayview Acquisition Corp has 180 calendar days, until February 18, 2026, to regain compliance by achieving a Market Value of Listed Securities of at least $50.0 million for ten consecutive business days.

What happens if Bayview Acquisition Corp does not regain compliance with the MVLS rule?

If the company does not regain compliance by the end of the 180-day period, Nasdaq may notify it that its securities are subject to delisting, and the company would then have the opportunity to appeal to a Nasdaq Hearing Panel.

What actions does Bayview Acquisition Corp plan in response to the Nasdaq notice?

Bayview Acquisition Corp states that it intends to monitor its Market Value of Listed Securities and consider available options to regain compliance with the Nasdaq MVLS rule.

Which securities of Bayview Acquisition Corp are listed on Nasdaq?

Bayview Acquisition Corp has units (each consisting of one ordinary share and one right), ordinary shares with par value $0.0001 per share, and rights (each entitling the holder to one-tenth of one ordinary share) listed on The Nasdaq Stock Market LLC.

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Accepted by SEC EDGAR 08/26/2025 - 04:30 PM

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): August 22, 2025

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.

On August 22, 2025, Bayview Acquisition Corp, a Cayman Island 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 5450(b)(2)(A) (the “MVLS Rule”), which requires the Company to maintain a minimum Market Value of Listed Securities (“MVLS”) of $50.0 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 February 18, 2026, to regain compliance with the MVLS Rule. To regain compliance, the Company’s MVLS must meet or exceed $50.0 million for a minimum of ten consecutive business days during the 180-day compliance period ending on February 18, 2026. In the event the Company does not regain compliance with the MVLS Rule 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 MVLS and consider its available options to regain compliance with the MVLS Rule.

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 MVLS Rule 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.

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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: August 26, 2025	By:	/s/ Xin Wang
	Name:	Xin Wang
	Title:	Chief Executive Officer and Director

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Source: View Original Filing on SEC EDGAR