Bayview Acquisition Corp 8-K

What Happened
Bayview Acquisition Corp (BAYA) filed an 8-K reporting two material items: (1) the parties to its previously disclosed merger agreement entered into Amendment No. 3 on January 21, 2026, which extends the agreement’s Outside Closing Date to June 15, 2026; and (2) on January 16, 2026 Nasdaq’s Listing Qualifications Department sent the company a notice that it is not in compliance with Nasdaq rules requiring a minimum Market Value of Publicly Held Shares (MVPHS) of $15.0 million. The Nasdaq notice is a deficiency notification only and does not affect current listing or trading.

Key Details

• Original Merger Agreement dated June 7, 2024; Amendment No. 1 (June 26, 2024) revised earnout milestones; Amendment No. 2 (May 14, 2025) realigned transaction sequence.
• Amendment No. 3 dated January 21, 2026 extends the Outside Closing Date to June 15, 2026 (Exhibit 2.1 filed).
• Nasdaq notice dated January 16, 2026 cites noncompliance with MVPHS-related rules and sets a 180-calendar-day compliance period ending July 15, 2026.
• To regain compliance, BAYA’s MVPHS must close at $15.0 million or more for at least ten consecutive business days during the compliance period. If not cured, Nasdaq will issue a delisting notice and the company may appeal to a Nasdaq Hearing Panel.

Why It Matters
The amendment pushes the merger closing timeline into mid‑2026, which may delay any transaction outcomes investors were expecting. Separately, the Nasdaq MVPHS deficiency signals a risk that the company could face delisting proceedings if it does not regain the $15.0 million market-value threshold within the prescribed period. Trading is unchanged for now, but retail investors should monitor updates on the merger progress, market‑value metrics, and any company actions to regain compliance or seek Nasdaq relief. The filing also contains forward‑looking statements about these matters.