BAYA SEC filings, in plain English
Everything Bayview Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: A Form 8-K current report filed by Bayview Acquisition Corp to disclose a routine compliance event: an extension payment deposited into the company's trust account. As reported by the Registrant and signed by Chief Executive Officer and Director Xin Wang on August 14, 2026, Bayview Acquisition Corp deposited $50,000 into its trust account. This action extends the period to consummate its initial business combination by one month, shifting the deadline from August 19, 2026 to September 19, 2026. The filing confirms this represents the third of up to six extensions permitted under the company's Second Amended and Restated Articles of Association. Why it matters: The extension directly modifies the SPAC's redemption calendar and capital preservation mechanics by adding exactly $50,000 to the trust balance and delaying the final liquidation or merger trigger to September 19, 2026. It indicates ongoing sponsor commitment to the merger process, yet discloses zero information regarding deal progress, target selection, customer relationships, revenue projections, market size, technology, partnerships, litigation, or strategic pivots. Aside from verifying the trust funding mechanism, the document only reaffirms standard corporate registry details, noting registered securities consisting of Units, Ordinary Shares with a par value of $0.0001 per share, and Rights granting one-tenth of one ordinary share, all administered from 420 Lexington Ave, Suite 2446, New York, NY 10170. No calculations were applied; all figures reflect exact textual statements.
What changed: Form 10-Q Quarterly Report for the quarterly period ended June 30, 2026. This Form 10-Q reports Q2 2026 financial results and subsequent events. According to Note 1, the proposed merger with Oabay Holding Company was amended four times, with the fourth amendment on May 19, 2026, extending the outside closing date to December 19, 2026. In May 2026, 124,156 shareholders redeemed shares at approximately $12.11 per share, yielding approximately $1,503,643. As of June 30, 2026, 881,636 ordinary shares remain subject to possible redemption at $12.21 per share, backed by a Trust Account balance of $10,763,268. To finance extensions, the Company notes it issued 12 promissory notes to Oabay totaling $2,325,000 between September 2024 and June 2026, of which $2,075,000 was deposited into the trust account through June 30, 2026. Per subsequent event disclosures, the Company deposited $50,000 on July 14, 2026, extending the deadline from July 19, 2026, to August 19, 2026. Management also disclosed that on July 2, 2026, Nasdaq ordered delisting after missing a prior deadline, suspending trading on July 7, 2026, though an appeal seeking an extension to December 19, 2026, was filed on July 17, 2026. Financially, management reported a six-month net loss of $743,135, ending cash of $50,543 against a $4,663,710 working capital deficit, concluding conditions raise substantial doubt regarding going concern status. Regarding Oabay, per the earnout amendment, targets require consolidated revenue exceeding RMB 436,000,000.00 for fiscal 2024 and RMB 583,000,000.00 for fiscal 2025, or a combined total exceeding RMB 1,019,000,00.00. Why it matters: Investors tracking the SPAC must monitor the December 19, 2026 deadline and the active Nasdaq appeal, as a denied extension or missed deadline triggers automatic trust redemption at the stated $12.21 per-share value. The heavy reliance on target-funded extension notes ($2,075,000 deposited) and the company’s $4,663,710 working capital deficit underscore significant liquidity and execution risks prior to the final voting windows. Shareholders should also watch the RMB revenue milestones attached to Oabay’s earnout, as they determine potential equity dilution and overall transaction feasibility.
What changed vs 2026-05-20trust $12.0M → $11.7M -3%shares 1.01M → 882K -12%trust account, redeemable shares, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $12.0M$11.7M
- Redeemable shares
- 1.01M882K
- Combination deadline
- 2026-12-19 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $303,756 left the trust between the two filings.
The clause “31, Markets Inputs Inputs 2025 (Level 1) (Level 2) (Level 3) Assets: Investment held in trust account $ 11,710,990 $ 11,710,990 $ — $ — 17 NOTE 9— SEGMENT INFORMATION ASC 280, “Segment Reporting,” establishes standards for companies to”…
SpacBrain reads this as 124,156 shares are no longer redeemable.
The clause “0,000,000 shares authorized; 1,732,500 shares issued and outstanding (excluding 881,636 and 1,005,792 shares subject to possible redemption) at June 30, 2026 and December 31, 2025, respectively 173 173 Additional paid-in capital - -”…
The clause …“to extend the Termination Date up to six times from the Termination Date to December 19, 2026 with all six extensions comprised of one month each by providing five days’ advance notice to the Trustee and depositing into the Trust”…
The clause …“of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report disclosing an extension payment into the SPAC's trust account. According to the Form 8-K filed July 14, 2026, Bayview Acquisition Corp deposited $50,000 into its trust account to extend the period to consummate an initial business combination by one month, from July 19, 2026 to August 19, 2026. The filing states this is the second of up to six extensions permitted under the Second Amended and Restated Articles of Association. The action was reported and signed by Chief Executive Officer and Director Xin Wang. Why it matters: This filing directly resets the shareholder redemption deadline and confirms the sponsor continues to fund the trust to avoid liquidation. The $50,000 deposit adds directly to the trust balance, slightly increasing cash available for redemptions or a future merger, though the updated aggregate trust value is not recalculated in the text. Identifying this as the second of six allowable extensions shows management still has remaining extension capacity under corporate governance rules, but the monthly funding requirement signals continued execution delay that investors must factor into their hold-or-redeem decision prior to August 19, 2026.
What changed: SEC Form 8-K (Item 3.01) reporting a Nasdaq Hearings Panel delisting determination and associated trading suspension. On July 2, 2026, the Nasdaq Hearings Panel formally determined to delist BAYA due to the company’s failure to complete its business combination with Oabay, Inc. on or before June 19, 2026. Nasdaq suspended trading effective July 7, 2026 and will file a Form 25-NSE to terminate the listing. This follows an earlier February 19, 2026 delist ruling and an April 22, 2026 appellate hearing where the Panel initially granted continued listing conditional on closing the Oabay deal by June 19, 2026 and demonstrating compliance with Nasdaq Listing Rules 450(b)(2)(A), 5450(a)(2), 5620(a), and 5450(b)(2)(B). The company, speaking through Chief Executive Officer Xin Wang in this July 9, 2026 filing, disclosed plans to petition the Nasdaq Listing and Hearing Review Council for a review within 15 days of the determination, while expressly stating there can be no assurance the request will succeed. Why it matters: The exchange’s final delist order effectively terminates BAYA’s Nasdaq listing pathway for the announced Oabay merger, removing a primary public market liquidity venue ahead of any potential redemption window or trust liquidation scenario. By tying the listing condition directly to a June 19, 2026 closing date that passed without consummation, the filing signals that the conditional extension period required by Nasdaq has expired without a completed transaction. For holders tracking trust value preservation and redemption rights, the suspension of trading and impending removal via Form 25-NSE disrupts secondary market pricing and may complicate exercise of statutory redemption procedures if a deal has not been finalized. Management’s forward-looking statements caution that neither delisting reversal, compliance demonstration, nor successful closure of the Oabay combination is assured, which materially heightens settlement and exit uncertainty while the company navigates the 15-day Council review window.
What changed: A Form 8-K routine compliance exhibit disclosing the creation of a direct financial obligation via an extension payment. This document IS a Form 8-K routine compliance exhibit reporting the creation of a direct financial obligation via an extension payment. Regarding mechanics, Bayview deposited $50,000 into the trust account on June 18, 2026 to extend the business combination deadline by one month, shifting it from June 19, 2026 to July 19, 2026. The filing notes this is the first of up to six extensions permitted under the Second Amended and Restated Articles of Association, as amended, and bears the signature of Chief Executive Officer and Director Xin Wang. Why it matters: The extension mechanically delays forced shareholder redemptions and trust liquidation until July 19, 2026, indicating sponsor tolerance for further delay while consuming one of six allotted extension periods. Outside these mechanics, the filing contains no substantive updates on customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel movements.
What changed: An amendment to a Current Report on Form 8-K that updates the projected redemption price per share and reports the results of a shareholder vote on extending the business combination deadline and amending the trust agreement. Bayview Acquisition Corp reports in this filing that it revises the projected redemption price previously disclosed in the Original Form 8-K dated June 3, 2026. The company states that at an extraordinary general meeting on May 28, 2026, shareholders approved extending the termination date from June 19, 2026 to December 19, 2026 via six one-month extensions. Bayview further reports approving amendments to its investment management trust agreement with Equiniti Trust Company, LLC to permit these extensions upon five days’ advance notice and deposits of $50,000 per extension into the Trust Account until December 19, 2026. The company discloses that ten holders redeemed 124,156 Ordinary Shares at approximately $12.11 per share, yielding an aggregate redemption amount of approximately $1,503,642.93. According to the registrant, voting attendance represented approximately 83.67% of outstanding shares as of May 4, 2026, with 2,291,094 votes cast for each proposal. Why it matters: As reported by the company, the updated redemption price directly affects the cash return available to remaining public shareholders near the new deadline. The registrant highlights that the sponsor agreement to fund extensions at $50,000 each demonstrates capital commitment to delay liquidation. The filing notes the reduction of 124,156 shares lowers the denominator for future trust distributions. By moving the definitive resolution timeline from June 19, 2026 to December 19, 2026, the company provides itself additional months to execute a business combination without facing mandatory dissolution.
What changed: SEC Form 8-K current report and accompanying Regulation FD press release detailing shareholder approval of a corporate extension and reporting of limited redemptions. Bayview Acquisition Corp extended its deadline to consummate a business combination from June 19, 2026 to December 19, 2026, structured as six consecutive one-month extensions. Shareholders voted in favor with 2,291,094 ordinary shares represented (approximately 83.67% of outstanding shares as of May 4, 2026). In direct connection with the approval, ten holders redeemed 124,156 ordinary shares at approximately $12.03 per share, generating an aggregate redemption amount of $1,493,596.68. The investment management trust agreement was amended to authorize these extensions contingent on five days’ advance notice to the trustee and a sponsor deposit of $50,000 into the Trust Account for each monthly extension. Why it matters: The vote permanently removes the June 19, 2026 termination date, preventing automatic winding up and preserving capital for the ongoing acquisition process. The modest $1,493,596.68 withdrawal against the full trust balance demonstrates concentrated redemption activity rather than broad sell-offs, protecting per-share liquidity for remaining public holders. The $50,000 monthly fee establishes a precise, predictable extension cost schedule through December 19, 2026. Chief Executive Officer Xin Wang attributed the voting outcome to shareholder 'continued confidence' in the company’s trajectory toward a merger with Oabay Inc., which he described as a provider of trade credit digital transformation solutions—including supply chain finance and trade credit management cloud services—operating in the Chinese market for more than ten years.
What changed: Quarterly report on Form 10-Q for the period ended March 31, 2026. Management disclosed that on May 19, 2026, the parties to the Merger Agreement executed a Fourth Amendment extending the Outside Closing Date to December 19, 2026. As of March 31, 2026, the trust account balance stood at $12,014,746, up from $11,710,990 at December 31, 2025. This accretion comprised $103,756 in interest earned on investments and $150,000 in extension deposits. Management stated these deposits were funded by Oabay through eleven promissory notes totaling $1,925,000. Consequently, the carrying value per share subject to possible redemption increased to $11.95 from $11.69. The company reported a net loss of $367,344 for the quarter. Post-balance sheet disclosures indicate the Nasdaq hearings panel granted continued listing on April 22, 2026, requiring a transfer to The Nasdaq Capital Market by April 24, 2026, and mandating closure of the business combination with Oabay by June 19, 2026. Additional disclosures confirm two extension deposits of $50,000 each were made in April and May 2026, financed via Oabay arrangements. Why it matters: This filing materially decouples the contractual merger timeline from Nasdaq compliance requirements; while the agreement now permits closing as late as December 19, 2026, the exchange’s conditional panel decision forces a hard merger deadline of June 19, 2026 to retain listings. Per-share trust value growth is currently sustained almost exclusively by target-sponsored loans ($1,925,000 in advances), effectively deferring redemption pricing pressures without generating intrinsic yield. Management’s issuance of a going concern notice, citing a $4,035,754 working capital deficit and mere $50,187 in operating cash, confirms the SPAC possesses no independent liquidity to finance further extensions or administrative operations, making the entire continuation strategy dependent on continuous Oabay funding and successful Nasdaq listing maintenance.
What changed vs 2025-11-14trust $39.6M → $12.0M -70%deadline 2025-12-19 → 2026-12-19shares 1.73M → 1.01M -42%trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $39.6M$12.0M
- Combination deadline
- 2025-12-192026-12-19
- Redeemable shares
- 1.73M1.01M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $27,568,074 left the trust between the two filings.
The clause “9 Prepaid expenses 76,227 8,336 Total Current Assets 126,414 52,465 Investments held in trust account 12,014,746 11,710,990 Cash held in escrow account - 50,000 Total Non-Current Assets 12,014,746 11,760,990 Total Assets $ 12,141,160 $”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“the Agreement and Plan of Merger, which extended the Outside Closing Date to December 19, 2026. 15 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References to the “Company,” “Bayview,””…
SpacBrain reads this as 727,970 shares are no longer redeemable.
The clause “0,000,000 shares authorized; 1,732,500 shares issued and outstanding (excluding 1,005,792 shares subject to possible redemption) at March 31, 2026 and December 31, 2025, respectively 173 173 Additional paid-in capital - - Accumulated”…
The clause …“of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K reporting the execution of Amendment No. 4 to the Agreement and Plan of Merger between Bayview Acquisition Corp and Oabay Inc. The Outside Closing Date for the proposed business combination was formally extended from June 15, 2026, to December 19, 2026. The filing chronicles prior amendments: Amendment No. 1 (dated June 26, 2024) revised earnout milestones to reflect new consolidated revenue metrics; Amendment No. 2 (dated May 14, 2025) realigned the sequence of transactions; and Amendment No. 3 (dated January 21, 2026) initially pushed the deadline to June 15, 2026. Why it matters: By resetting the Outside Closing Date to December 19, 2026, the sponsor and target company delay the window for shareholder redemptions, voting, and trust account distributions. According to the filing, neither party will face termination rights until after this new date, provided neither side’s breach primarily caused the delay. The document references earnout milestones tied to consolidated revenue metrics, but attributes no specific financial targets, customer lists, market size assessments, litigation updates, or personnel changes to the submission. The extension signals that management requires additional time to satisfy closing conditions, but without disclosed milestones or revenue data in this filing, investors lack visibility into the operational or regulatory hurdles driving the prolongation of the merger timeline.
What changed: Form 8-K filed pursuant to Securities Act Rule 425, functioning as a written communication that discloses Amendment No. 4 to the Agreement and Plan of Merger between Bayview Acquisition Corp and Oabay Inc. As reported by the registrant in Item 1.01 and detailed in Exhibit 2.1, Amendment No. 4, dated May 19, 2026, extends the Outside Closing Date from June 15, 2026 to December 19, 2026. The amendment restates Section 13.1(b) to allow either party to terminate the agreement if closing has not occurred by the new date, while preserving the standard carve-out that bars termination rights from any party whose breach primarily caused the failure to close. This builds on three prior contractual revisions disclosed in the same filing: Amendment No. 1 (June 26, 2024) modified earnout milestones to track new consolidated revenue metrics; Amendment No. 2 (May 14, 2025) realigned the transaction sequence; and Amendment No. 3 (January 21, 2026) previously shifted the deadline to June 15, 2026. Why it matters: The extension resets the hard redemption and trust distribution horizon to December 19, 2026, giving public shareholders until that date to opt out before the trust remains deployed or the merger finalizes. The multi-amendment timeline reflects prolonged preparation, yet the deal mechanics remain intact without introducing new financial targets or shareholder approval triggers. Per the signature pages attached to the amendment, execution was authorized by SPAC CEO Xin Wang; Sponsor principals Taylor Zhang (Bayview Holding LP) and Pengfei Zheng (Peace Investment Holdings Limited); and Target/PubCo directors Yuk Man Lau and Xiaoling Li. No claims regarding customers, market size, technology, partnerships, or litigation appear in the document.
What changed: Form 8-K current report itemizing a SPAC extension payment and corresponding trust account deposit. The filing states that Bayview Acquisition Corp deposited $50,000 into its trust account on May 15, 2026. Per the registrant, this action extends the deadline to consummate an initial business combination from May 19, 2026 to June 19, 2026. Chief Executive Officer and Director Xin Wang signed the document on behalf of the company. Why it matters: The extension pushes the redemption and deal completion calendar forward by exactly one month. The registrant explicitly characterizes this as the sixth and final extension permitted under its Second Amended and Restated Articles of Association. Because no further extensions are contractually allowed, June 19, 2026 functions as a hard deadline for closing the transaction or triggering the fund's termination and liquidation redemptions. The $50,000 deposit simultaneously reduces the total trust balance, lowering the per-share amount available to redeeming or converting investors.
What changed: This document is a Form 12b-25, Notification of Late Filing, submitted to the U.S. Securities and Exchange Commission by Bayview Acquisition Corp to formally excuse a delay in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2026. Per Chief Executive Officer Xin Wang, the Registrant cannot file the quarterly report within the standard window without unreasonable effort or expense because the financial statements for the March 31, 2026 quarter are still being prepared. The Company expects to submit the filing within five calendar days of the due date. Why it matters: For investors tracking redemption windows, trust preservation, and sponsor compliance, a Form 12b-25 signals administrative lag that compresses the disclosure timeline before shareholder votes or conversion triggers. Delayed 10-Q filings postpone public access to unaudited financials detailing trust interest accruals, working capital sufficiency, and SPAC liability movements—data required to evaluate early redemptions versus continuation.
What changed: This document is a routine compliance exhibit attached to a Schedule 13G filing, consisting of two Limited Powers of Attorney. FIRST, it is identified in its own terms as an administrative authorization instrument executed by Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC to empower Takahiro Katsura to sign SEC Form 13G documents. THEN, regarding SPAC mechanics, it reports zero modification to Bayview Acquisition Corp’s redemption deadline, trust share value, extension rights, target deal progress, or sponsor conduct; it functions exclusively as a proxy execution mechanism for regulatory submissions. THEN, regarding other substance, the filing states that the undersigned entities classify Mizuho Bank, Ltd. (at 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan) as a non-U.S. institution equivalent to Bank, Mizuho Americas LLC (at 1271 Avenue of the Americas, NY, NY 10020, USA) as a parent holding company, and Mizuho Securities USA LLC (at 1271 Avenue of the Americas, NY, NY 10020, USA) as a registered Broker-Dealer. All disclosures and assertions are attributed to Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC via signatures from Shuji Matsuura and Adam Hopkins, dated 5-14-2026. Establishment of an internal agent authorization for Form 13G execution; introduces no adjustments to redemption windows, trust account balances, extension procedures, business combination milestones, or sponsor oversight. Why it matters: Verifies that Mizuho entities are satisfying their Section 13(d) and Section 13(g) reporting obligations for BAYA securities through proper delegation, providing reassurance on regulatory compliance while confirming no shareholder-facing triggers, valuation shifts, or transaction timeline alterations have occurred.
What changed: A definitive proxy statement (SEC Form DEF 14A) convened by Bayview Acquisition Corp to solicit shareholder votes at an extraordinary general meeting on May 28, 2026, regarding an extension amendment proposal, a trust agreement amendment proposal, and an adjournment proposal. The Board proposes extending the business combination deadline from June 19, 2026 to December 19, 2026 via a special resolution requiring two-thirds of votes cast, paired with a Trust Agreement Amendment permitting up to six consecutive one-month extensions. According to the filing, each extension requires sponsors to deposit $50,000 into the trust account five days in advance in exchange for a non-interest-bearing, unsecured promissory note payable upon a business combination or forfeited upon liquidation if outside funds do not exist. Public shareholders may elect to redeem shares regardless of their vote, provided written requests are submitted by 5:00 p.m. ET on May 26, 2026, subject to a Charter provision stating redemptions cannot cause net tangible assets to fall below $5,000,001 after deferred underwriting commissions, nor exceed 15% of outstanding public shares per shareholder group without prior consent. On the May 4, 2026 record date, the trust account held approximately $12,103,085.50, which the board calculates yields a pro rata redemption price of approximately $12.03 per share against a Nasdaq closing price of $12.00. Initial shareholders controlling 1,732,500 ordinary shares (approximately 63.3% of the outstanding class) state they intend to vote in favor and have waived any right to participate in liquidating distributions. The Board confirms both extension and trust amendments are mutual conditions for implementation. Why it matters: The extension supports efforts to finalize a merger agreement executed on June 7, 2024, with Oabay Holding Company, PubCo, Merger Sub 1, Merger Sub 3, and Oabay Inc., which the board unanimously approved pending shareholder clearance. However, the Nasdaq Listing Qualifications Department issued multiple deficiency notices regarding minimum market value and public holder thresholds, ultimately transferring the company to the Nasdaq Capital Market on April 24, 2026 under a panel decision that mandates closing the Oabay combination by June 19, 2026 and proving compliance with initial listing standards. The filing discloses that directors and officers maintain significant ties to the People’s Republic of China, Hong Kong, Taiwan, and Macau, creating CFIUS and foreign ownership hurdles that could restrict the target universe. As a shell company that raised $60,000,000 in gross proceeds from its December 19, 2023 IPO plus $2,325,000 from private placement units, but has generated zero operations or revenue, the board argues additional time is necessary given commitments already spent identifying a target. The company warns that failing to secure the extension votes, or failing to close the transaction by the extended deadline, will trigger automatic winding up, trust liquidation (minus up to $100,000 of interest for dissolution costs), and total forfeiture of the founders’ equity, whose underlying private placement and founder shares carry no liquidity or claim to the trust.
What changed vs 2026-03-23deadline 2026-06-19 → 2026-12-19combination deadline, trust account1 moved · 1 with no prior record of ours
- Combination deadline
- 2026-06-192026-12-19
- Trust account
- not previously extracted$12.1M
SpacBrain reads this as 183 days later than the previous record.
The clause …“six (6) times, with all six (6) extensions comprised of one month each up to December 19, 2026 (i.e., for a period of time ending up to 36 months after the consummation of its initial public offering) by providing five days’”…
The clause …“vote at the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $12,103,085.50 as of the Record Date (including interest not previously released to Bayview to pay its”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: PRE 14A Preliminary Proxy Statement for an Extraordinary General Meeting. The Board proposes amending the Existing Charter and Trust Agreement to extend the business combination deadline from June 19, 2026, to December 19, 2026. Each monthly extension requires the Sponsors to deposit $50,000 into the Trust Account in exchange for non-interest bearing promissory notes. Concurrently, the filing grants Public Shareholders immediate redemption rights to withdraw funds before any extension takes effect. Additionally, the Nasdaq Hearings Panel has conditionally approved continued listing on the Nasdaq Capital Market, stipulating that Bayview must close its pending business combination with Oabay Inc. by June 19, 2026. Why it matters: This proxy initiates a critical redemption window with a hard deadline of 5:00 p.m. Eastern Time on May 26, 2026. If shareholders redeem, the remaining cash shrinks, impacting the minimum net tangible assets condition of $5,000,001 and potentially jeopardizing the Oabay deal. The extension relies on Sponsors covering $50,000 monthly fees; failure to pay terminates the extension. With Initial Shareholders holding approximately 63.3% of outstanding Ordinary Shares, they hold decisive voting power, though the Extension Amendment still requires a two-thirds majority of votes cast, and the Trust Agreement Amendment requires sixty-five percent of all outstanding shares. The Nasdaq conditional exception directly links exchange compliance to the June 19, 2026, closing deadline, meaning failure to merge triggers both regulatory delisting and automatic liquidation protocols.
What changed: Form 8-K current report documenting a Nasdaq Hearings Panel decision granting continued listing subject to conditions, paired with a Regulation FD press release announcing the company's transfer from the Nasdaq Global Market to the Nasdaq Capital Market. On February 19, 2026, Nasdaq notified the company of potential delisting for noncompliance with Listing Rules 5450(a)(2), 5450(b)(2), 5450(b)(2)(A), and 5620(a). Following a hearing on March 31, 2026, the Nasdaq Hearings Panel issued a decision on April 22, 2026, granting continued listing contingent upon: (1) transferring to the Nasdaq Capital Market effective April 24, 2026, and (2) closing the business combination with Oabay Inc. and demonstrating compliance with initial Nasdaq listing rules on or before June 19, 2026. The company confirms it held its annual general meeting on April 10, 2026, and ordinary shares retain a par value of $0.0001 per share. Why it matters: The Nasdaq mandate creates a hard June 19, 2026 milestone to consummate the Oabay merger and restore initial listing standards, directly compressing the window for redemption decisions and potentially triggering liquidation mechanics if the deal fails. Per the attached press release, Oabay provides trade credit digital transformation solutions consisting of supply chain finance cloud services and trade credit management cloud services, targeting small-to-medium-sized enterprises and leveraging experience in accounts receivable factoring and enterprise credit digitalization. The press release attributes to Oabay more than ten years of operating history and positions it as a pioneer in the Chinese trade credit technology solutions industry. Chief Executive Officer Xin Wang stated the company remains focused on completing the business combination and satisfying listing requirements, while explicitly disclaiming any assurance that the Panel's conditions will be met within the required timeframes. The filing notes the Panel reserves the right to reconsider the exception and requires prompt notification of significant events affecting compliance.
What changed: This document is a Form 8-K current report filed pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934, specifically reporting an extension payment and the creation of a direct financial obligation or off-balance sheet arrangement under Item 2.03. According to the filing dated April 17, 2026 and signed by Chief Executive Officer and Director Xin Wang, Bayview Acquisition Corp deposited $50,000 into its trust account. This payment extends the period to consummate an initial business combination by one month, shifting the deadline from April 19, 2026 to May 19, 2026. The company states this action represents the fifth of up to six extensions permitted under its Second Amended and Restated Articles of Association. Why it matters: The revised May 19, 2026 deadline directly resets the upcoming redemption window and liquidation trigger, granting public shareholders approximately thirty-one days to decide whether to withdraw their capital before the trust is potentially distributed. By utilizing the fifth extension credit, the sponsor has consumed five of the six authorized extensions, severely limiting future runway unless the charter is amended. Beyond these mechanical adjustments, the filing contains no substantive disclosures regarding target candidates, proposed transaction valuations, customer concentrations, revenue streams, market sizing, technological capabilities, commercial partnerships, pending litigation, or operational executive roles beyond standard corporate contact information.
What changed: A routine compliance exhibit — a Form 8-K (Item 5.07) current report documenting the voting results of security holders at an annual general meeting. Bayview Acquisition Corp filed this report on April 14, 2026, detailing shareholder actions taken at an annual meeting held on April 10, 2026, at 420 Lexington Ave, Suite 2446, New York, NY 10170 (telephone 347-627-0058 / 203-998-5540). The registrant states there were 2,738,292 shares entitled to vote based on a record date of March 2, 2026. Holders of 2,274,294 shares appeared in person or by proxy, representing 83.05% of the voting power. On director election, John Joseph DeVito was re-elected as a Class I director for a three-year term expiring at the 2029 Annual Meeting or upon earlier death, resignation, disqualification, or removal (2,184,194 FOR / 79.76%; 0 AGAINST / 0%; 0 ABSTAIN / 0%; 90,100 BROKER NON-VOTE / 3.29%). On auditor appointment, UHY LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026 (2,274,294 FOR / 83.05%; 0 AGAINST / 0%; 0 ABSTAIN / 0%; n/a BROKER NON-VOTE). Xin Wang, acting as Chief Executive Officer, signed and attested to the results. The filing does not modify the previously noted $12.21 trust/share metric, the 2026-12-19 liquidation deadline, or any extension protocols. Why it matters: The document confirms board continuity and external audit retention without coupling these governance votes to any proposed charter amendments, warrant tracking alterations, or timeline extensions. This absence reinforces that the sponsor and executive team currently intend to finalize the announced acquisition within the existing redemption calendar before the end-of-year cutoff. The 83.05% institutional retail turnout indicates sustained scrutiny over trust preservation and deal pacing as the statutory dissolution window approaches. No claims regarding customer pipelines, revenue projections, market sizing, technological moats, partnership terms, litigation exposure, or capital raise proceeds appear in the submission.
What changed: This filing is a Definitive Proxy Statement (DEF 14A) convened by Bayview Acquisition Corp’s board of directors to solicit shareholder votes at an annual general meeting on April 10, 2026. The agenda covers the re-election of Class I Director John Joseph DeVito, the ratification of UHY LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and a procedural adjournment proposal. The company explicitly states that shareholders are not voting on a business combination at this time, confirming that a definitive agreement has already been executed and that a separate proxy statement or proxy statement/prospectus will be filed later to seek shareholder approval. The registrant establishes a June 19, 2026 deadline to complete its initial business combination, noting founders and management may not serve as officers or directors of another SPAC before that date or before failing to close a deal. The company reports it has already filed an 8-K detailing the executed business combination agreement, with final shareholder approval deferred to a subsequent meeting. On the Record Date of March 2, 2026, the Sponsors (Bayview Holding LP and Peace Investment Holdings Limited) and insiders controlled 1,732,500 shares (1,500,000 Founder Shares and 232,500 shares underlying Private Placement Units), representing approximately 50.0% of outstanding shares, and intend to vote those shares in favor of all meeting proposals, meaning zero Public Shares are required for approval. The board disclosed multiple Nasdaq listing rule deficiencies—including Market Value of Listed Securities, Market Value of Publicly Held Shares, publicly held shares count, minimum public holders, and annual meeting requirements—with a compliance hearing set for March 31, 2026, acknowledging that failure to regain compliance could trigger delisting. For liquidation scenarios, the company projects public shareholders may receive approximately $10.00 per public share. The filing also confirms an ongoing administrative services agreement with TenX Global Capital LP costing $10,000 per month, and notes up to $300,000 in related-party promissory notes were historically available and subsequently expired. Why it matters: Investors tracking the redemption calendar should note the compressed June 19, 2026 completion window creates tighter execution pressure, while the existence of an executed definitive agreement marks advanced deal progression ahead of the forthcoming combined company proxy/prospectus. Sponsor and insider voting control guarantees routine governance proposals pass without public shareholder input, but the active Nasdaq delisting proceedings and appeal hearing introduce near-term liquidity and trading viability risks that could complicate target outreach and future redemption dynamics. When the next proxy/prospectus is filed, investors will gain access to the precise redemption price, trust account composition, lock-up terms, and deal-specific financial projections.
trust account, combination deadlinenothing moved · 2 with no prior record of ours
- Trust account
- $20.0Mnot matched in this filing
- Combination deadline
- 2026-06-19 · unchanged
The clause …“Exchange Act before we enter into a binding agreement regarding our initial business combination or we have failed to complete our initial business combination by June 19, 2026. Our founders and management may also purchase public”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K, classified under Item 3.01 as a 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing,' serving as a routine compliance exhibit and regulatory notification rather than a merger agreement, resignation, interview transcript, or investor presentation. This filing updates the Company’s Nasdaq listing compliance posture. On February 19, 2026, the Company received a delisting determination from Nasdaq, followed by a formal appellate hearing scheduled for March 31, 2026 at 11:00 a.m. Eastern Time via video conference. On March 19, 2026, a separate deficiency notice was issued for Nasdaq Listing Rule 5450(b)(2)(B), citing a shortfall against the required 1,100,000 publicly held shares. The document references a December 16, 2025 application to transfer from the Nasdaq Global Market to the Nasdaq Capital Market as part of a compliance cure strategy. No amendments, extensions, or mechanical changes are reported to the December 19, 2026 business combination deadline, the $12.21 per-share trust balance, any sponsor commitments, or target execution progress. Why it matters: Listing non-compliance and a pending appellate hearing introduce secondary market liquidity risk and potential delisting procedures that may constrain shareholder liquidity ahead of the December 19, 2026 redemption window. As attributed to Nasdaq Staff communications and the Company’s 8-K disclosure signed by Chief Executive Officer Xin Wang on March 23, 2026, the 1,100,000 publicly held share threshold and market value deficit indicate structural holder distribution challenges without assurance of corrective action. These exchange-level requirements do not contractually force a trust liquidation or alter the $12.21 trust value per share or the redemption timeline, but they increase regulatory overhead, may depress trading volumes, and could widen bid-ask spreads prior to the deadline. Beyond listing rules, the filing contains no substantive claims regarding customer concentration, revenue, market size, commercial strategy, technology, partnerships, litigation, or executive personnel changes, as those topics fall outside the scope of this compliance-only submission.
What changed: A Form 8-K current report regarding the creation of a direct financial obligation, specifically serving as a routine compliance exhibit documenting a monthly extension payment deposited into the SPAC trust account. Per the company's filing, Bayview Acquisition Corp deposited $50,000 into its trust account on March 16, 2026 to extend the business combination deadline by one month, shifting it from March 19, 2026 to April 19, 2026. The document reports this as the fourth of up to six extensions permitted under the company's Articles of Association, authenticated by the signature of Chief Executive Officer and Director Xin Wang. Why it matters: This extension directly alters the redemption and liquidation mechanics by preserving the trust balance for another thirty days and deferring the redemption trigger. Because this represents the fourth of six allowable extensions, the filing indicates severely constrained runway for completing a merger before mandatory dissolution provisions activate. Beyond confirming the deposit and revised deadline, the document contains no substantive claims regarding acquisition targets, customer bases, revenue metrics, market size, technology platforms, strategic partnerships, litigation matters, or personnel changes. Chief Executive Officer and Director Xin Wang's signature is limited to certifying the extension deposit and updated schedule. The filing stands as the primary mechanical update for the week, overriding prior expectations by locking in a hard operational cutoff at April 19, 2026.
What changed: Preliminary Proxy Statement (Schedule 14A) convened for an Annual General Meeting to be held on April 10, 2026, soliciting shareholder votes on director re-election, independent auditor ratification, and a contingency adjournment motion. Management confirms the company has executed a definitive agreement for a business combination, while clarifying that shareholder approval for the transaction itself will be pursued via a future separate proxy statement or prospectus rather than at this annual meeting. The filing states the company has until June 19, 2026 to consummate the acquisition. As of the March 2, 2026 Record Date, the Sponsors beneficially owned 1,732,500 shares (composed of 1,500,000 Founder Shares and 232,500 shares underlying Private Placement Units), representing approximately 50.0% of outstanding shares, and committed to voting those in favor of the routine proposals. Separately, Nasdaq notified the company it failed to regain compliance with listing standards requiring a minimum Market Value of Listed Securities of $50.0 million and a minimum of 400 total shareholders, triggering a Hearings Panel appeal on March 31, 2026. Why it matters: While this proxy handles standard governance renewals, it materially updates deal progress by acknowledging a binding agreement is already in place, signaling that a dedicated de-SPAC solicitation package is imminent and shifting the redemption window awareness forward. The explicit reliance on Sponsor-held capital (approximately 50.0% voting control) guarantees procedural approvals, but the documented Nasdaq delisting risks—coupled with acknowledged CFIUS scrutiny over foreign ownership ties to the People’s Republic of China and potential Investment Company Act classification—could constrain target pools, depress secondary liquidity, and complicate financing before the June 19, 2026 termination date. Investors awaiting specific valuation metrics, redemption mechanics, and target identification must wait for the subsequent business combination proxy/prospectus referenced in the filing.
What changed: A routine compliance exhibit—an Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company details three consecutive shareholder-approved trust extensions approved at extraordinary general meetings on September 16, 2024, June 17, 2025, and December 12, 2025, which collectively pushed the business combination deadline to June 19, 2026. In connection with these votes, holders of 2,290,989, 1,975,249, and 727,970 Ordinary Shares properly exercised their redemption rights for aggregate amounts of approximately $23,803,376, $21,826,501, and $8,456,654 respectively. As of December 31, 2025, the trust account held $11,710,990 representing 1,005,792 redeemable ordinary shares at a per-share redemption value of $11.69. Management reports a working capital deficit of $3,414,654 and cites substantial doubt regarding the company’s ability to continue as a going concern. Separately, Nasdaq staff issued multiple deficiency notices regarding minimum valuation and annual meeting rules, culminating in a February 19, 2026 delisting determination that prompted an appeal hearing scheduled for March 31, 2026. Regarding corporate governance, the board identified the Chief Executive Officer as the chief operating decision maker reviewing segment results of interest earned on marketable securities offset by general and administrative expenses. Deal-wise, the Merger Agreement with Oabay Holding Company and Oabay Inc. was amended on January 21, 2026, extending the outside closing date to June 15, 2026, while revision of earnout milestones ties future share issuance to consolidated revenue metrics exceeding RMB 436,000,000.00 or RMB 583,000,000.00 depending on fiscal year performance. Why it matters: The aggressive redemption wave has shrunk the public float and drained operating liquidity down to $44,129, forcing reliance on unsecured promissory notes totaling $1,775,000 to fund extensions and underscoring the management-reported going concern risk. The Nasdaq delisting notification introduces immediate listing jeopardy that could disrupt secondary market trading and complicate the transaction financing required for the deal, though the scheduled March 31, 2026 appeal hearing provides a procedural buffer. By formally amending the Merger Agreement to June 15, 2026, the company secures additional operational runway to satisfy closing conditions, align audit expectations under the Holding Foreign Companies Accountable Act, and potentially meet revised revenue targets, but investors face heightened uncertainty that insufficient trust liquidity, persistent regulatory hurdles, or failure to navigate the Nasdaq appeals process could ultimately force a liquidation where private placement units and rights expire worthless.
What changed vs 2025-04-01trust $60.1M → $39.6M -34%deadline 2025-06-19 → 2026-06-19shares 3.71M → 1.01M -73%trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $60.1M$39.6M
- Combination deadline
- 2025-06-192026-06-19
- Redeemable shares
- 3.71M1.01M
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus our search for an initial business combin… · unchanged
SpacBrain reads this as $20,524,235 left the trust between the two filings.
The clause “31, Markets Inputs Inputs 2024 (Level 1) (Level 2) (Level 3) Assets: Investment held in trust account $ 39,582,820 $ 39,582,820 $ - $ - F- 15 NOTE 9. SEGMENT INFORMATION ASC 280, “Segment Reporting,” establishes standards for companies to”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“to extend the Termination Date up to six times from the Termination Date to June 19, 2026 with all six extensions comprised of one month each by providing five days’ advance notice to the Trustee and depositing into the Trust Account”…
SpacBrain reads this as 2,703,219 shares are no longer redeemable.
The clause …“authorized; 1,732,500 and 1,732,500 shares issued and outstanding (excluding 1,005,792 and 3,709,011 shares subject to possible redemption) at December 31, 2025 and 2024, respectively 173 173 Additional paid-in capital - - Accumulated”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2025, we had a working capital deficit of $ 3,414,653 . Further, we”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K/A restating Item 3.01 to disclose a Nasdaq delisting notice due to failure to satisfy continued listing standards, originally reported on February 20, 2026. The amendment incorporates details of a February 19, 2026 written notice from Nasdaq’s Listing Qualifications Department stating the Company has not regained compliance with the Minimum Market Value of Listed Securities requirement of $50.0 million, violates the Minimum Public Holders Rule (requiring at least 400 total shareholders), and breached the Annual Meeting Rule (requiring a shareholder meeting within twelve months of the fiscal year end). It further reports Nasdaq’s determination that securities will be delisted unless an appeal is requested by February 26, 2026. Absent an appeal, Nasdaq will suspend trading at the opening of business on March 2, 2026, and file a Form 25-NSE. Why it matters: The impending delisting threatens trading liquidity and secondary market visibility ahead of the stated merger deadline. The filing does not modify the trust mechanics or redemption calendar directly, but it highlights persistent administrative and corporate governance lapses managed by leadership, evidenced by the prior compliance notice dating back to August 26, 2025. Chief Executive Officer Xin Wang signed the February 24, 2026 amendment, indicating management intends to appeal to a Nasdaq Hearings Panel by February 26, 2026, though the document cautions there can be no assurance of a successful outcome. No new customer claims, revenue projections, market size estimates, technology disclosures, partnership announcements, or active litigation details beyond the exchange hearing process are contained herein.
What changed: Form 8-K filing under Item 3.01, specifically a Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The Nasdaq Listing Qualifications Department issued a written notice on February 19, 2026, confirming Bayview Acquisition Corp failed to regain compliance with Nasdaq Listing Rule 5450(b)(2)(A) (the MVLS Rule), which requires maintaining a minimum Market Value of Listed Securities of $50.0 million. This follows a prior non-compliance notice dated August 26, 2025. The February 19 notice also cites current violations of Nasdaq Listing Rules 5450(b)(2)(C), 5810(c)(3)(D), 5810(b), and 5505 (collectively, the MVPHS Rules), mandating a minimum Market Value of Publicly Held Shares of $15.0 million, plus Nasdaq Listing Rule 5620(a) (the Annual Meeting Rule), which requires holding an annual shareholder meeting within twelve months of fiscal year-end. Unless the company requests an appeal to a Nasdaq Hearings Panel by February 26, 2026, trading of the common stock will suspend at the opening on March 2, 2026, and Nasdaq will file a Form 25-NSE to remove the securities from listing and registration. Chief Executive Officer Xin Wang states the company intends to file that appeal by the February 26 deadline, which would stay the suspension pending the Panel's decision, while the filing expressly notes 'there can be no assurance that such appeal would be successful.' Why it matters: For investors monitoring SPAC redemption windows, trust per-share value, extension voting, and business combination execution against the December 19, 2026 deadline, this filing introduces immediate listing-status risk that directly threatens public market liquidity and shareholder pricing transparency. The documented inability to restore either the $50.0 million aggregate market value threshold or the $15.0 million publicly held shares threshold indicates sustained valuation compression, which frequently pressures sponsors to call for extension votes, restructure deal timelines, or face accelerated redemption campaigns. The explicit administrative admission regarding the missed annual meeting further highlights governance and procedural delays commonly associated with stretched SPAC lifecycles. While the document contains no forward projections, customer disclosures, revenue metrics, technology roadmaps, or partner agreements, the combination of dual market-value deficiencies and governance lateness signals elevated execution friction ahead of the merger deadline. The February 26 appellate window serves as a definitive near-term catalyst: approval preserves exchange eligibility for transaction financing, whereas denial triggers delisting, OTC trading conditions, and potential restructuring pathways that could alter trust distribution mechanics or redemption calculus for public shareholders.
What changed: Form 8-K, Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 12, 2026, Nasdaq notified Bayview Acquisition Corp of a deficiency under Listing Rule 5620(a) for failing to hold an annual shareholder meeting within twelve months of its fiscal year end. The notice explicitly states it is not a delisting determination and carries no immediate effect on trading. Chief Executive Officer Xin Wang states the company intends to submit a corrective compliance plan by March 30, 2026. If accepted, Nasdaq may grant an extension of up to 180 calendar days from the fiscal year end, extending the cure period until June 29, 2026. Failure to secure an extension would trigger an appeal process before a Nasdaq Hearing Panel. Why it matters: This administrative notice does not alter the SPAC’s stated redemption deadline or trust per share value, but the missed annual meeting reflects a procedural gap that could complicate future proxy logistics required for a business combination vote. Successfully navigating the March 30, 2026 filing window and securing the June 29, 2026 extension will preserve Nasdaq listing status, ensuring public market liquidity and institutional compliance remain intact while management advances deal execution. The filing contains no disclosures regarding customer contracts, revenue streams, market positioning, technology, strategic partnerships, litigation, or leadership changes beyond the signing of the report.
What changed: An SEC Form 8-K current report under Item 2.03 disclosing the creation of a direct financial obligation through an extension payment. The registrant reported depositing $50,000 into its trust account to extend the business combination deadline from February 19, 2026 to March 19, 2026. According to the filing, this action represents the third of up to six extensions permitted under the Second Amended and Restated Articles of Association. Chief Executive Officer and Director Xin Wang executed the report to confirm the payment and amended timeline. Why it matters: The extension shifts the relevant redemption and liquidation horizon from mid-February to mid-March 2026, giving management additional time to locate a target. Paid extensions inject cash into the trust but do not advance deal progress, negotiate a business combination, or signal sponsor conviction beyond willingness to fund further delays. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or other operational developments. Investors should weigh the cost of sequential extensions against the remaining statutory runway when evaluating redemption timing around the new March 19 deadline.
What changed: Routine compliance exhibit — Amended beneficial ownership report (Schedule 13G/A). This filing serves as an amendment to a prior Schedule 13G disclosure by W. R. Berkley Corporation and Berkery Insurance Company. The provided excerpt does not list adjusted share counts, ownership percentages, or modifications to sole or shared voting and investment power. It contains no provisions altering the December 19, 2026 redemption deadline, trust account balance, distribution mechanics, business combination negotiation timeline, or sponsor governance. Outside of standard regulatory updating, the text offers no additional substance regarding target operations, revenue projections, market positioning, strategic initiatives, technology assets, partnership structures, pending litigation, or executive personnel changes. Why it matters: Schedule 13G/A filings signal shifts in institutional block holdings that often precede shareholder meetings, merger approvals, or extension proposals. For BAYA investors, monitoring Berkley’s cumulative position provides an indirect indicator of institutional alignment with management’s stated corporate action timeline. Because this excerpt contains no quantitative disclosures or operational commentary, it does not accelerate redemption windows, modify trust payout terms, or signal sponsor deviation from published plans. The filing remains procedurally important for transparency, but substantive impact on deal progression or shareholder timing cannot be determined until full line-item share data and amendment dates are reviewed.
What changed: Form 8-K containing a Rule 425 written communication that incorporates Amendment No. 3 to the Merger Agreement and discloses a Nasdaq listing deficiency notice. Amendment No. 3, dated January 21, 2026, officially extends the ‘Outside Closing Date’ to June 15, 2026. Concurrently, the registrant reported receiving a written notice from Nasdaq on January 16, 2026 confirming a deficiency in maintaining the minimum Market Value of Publicly Held Shares (“MVPHS”) of $15.0 million. Nasdaq granted an 180-day compliance window ending July 15, 2026; regaining status requires MVPHS to close at $15.0 million or above for ten consecutive business days within that period. The text also references Amendment No. 1 (June 26, 2024), which revised earnout milestones to track “new consolidated revenue metrics,” and Amendment No. 2 (May 14, 2025), which realigned the transaction sequence. Why it matters: The extension to June 15, 2026 defers any default or termination triggers tied to the original closing timeline, keeping shareholder capital in the trust longer than previously structured. The Nasdaq compliance mandate introduces near-term liquidity and administrative risk: management’s representation notes the company will “monitor its MVPHS and consider its available options to regain compliance,” while explicitly disclaiming any guarantee of success before the July 15, 2026 cutoff. Missing the threshold triggers a formal delisting notice, followed by an appeal opportunity, which could fundamentally alter trading mechanics and redemption pathways. Additionally, the renewed focus on “new consolidated revenue metrics” for earnouts indicates that commercial performance targets remain legally binding post-closing, even after the sequencing adjustments finalized in May 2025. All disclosures, dates, thresholds, and procedural steps were stated by the registrant and its designated officers, including Chief Executive Officer Xin Wang and Sponsor representatives.
What changed: Form 8-K filing reporting Amendment No. 3 to the Agreement and Plan of Merger with Oabay and a Nasdaq listing deficiency notice. Amendment No. 3, executed on January 21, 2026, formally extended the Outside Closing Date to June 15, 2026. The filing concurrently discloses that on January 16, 2026, Nasdaq notified the company of noncompliance with MVPHS Rules requiring a minimum $15.0 million Market Value of Publicly Held Shares, granting a 180 calendar day compliance period through July 15, 2026, during which the public float must sustain that valuation for ten consecutive business days to avoid delisting procedures. Why it matters: The June 15, 2026 contractual milestone directly reshapes the transaction timeline relative to the December 19, 2026 liquidation deadline, establishing a definitive checkpoint that influences when redemption windows effectively close versus when mandatory dissolution triggers activate. The Nasdaq deficiency introduces immediate exchange listing risk; if the $15.0 million threshold is not maintained for ten straight trading days within the 180-day window, the company faces delisting notification, which typically threatens merger conditions and accelerates shareholder exit calculations. The amendment preserves mutual termination rights through the new date while explicitly limiting liability to parties whose primary breach caused delays, clarifying sponsor and target conduct accountability.
What changed: SEC Form 8-K (Item 2.03) — a routine compliance exhibit reporting a trust account extension payment. Mechanics: According to Bayview Acquisition Corp, the company deposited $50,000 into its trust account on January 15, 2026. The registrant states this payment extends the period to consummate an initial business combination by one month, moving the deadline from January 19, 2026 to February 19, 2026. The filing notes this constitutes the second of up to six extensions permitted under its governing articles. For the redemption calendar, this pushes the next mandatory checkpoint forward by thirty days and consumes one extension slot, leaving four remaining if fully utilized. The $50,000 deposit alters the trust’s cash composition, though the registrant does not disclose the aggregate trust balance or precise per-share adjustment. Why it matters: Substance & Context: Beyond the extension mechanics, the filing contains no additional claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes. Standard corporate identifiers (principal executive offices at 420 Lexington Ave, Suite 2446, New York, NY 10170; Nasdaq trading symbols BAYAU, BAYA, BAYAR; and emerging growth company classification) appear on the cover page. Because Chief Executive Officer and Director Xin Wang executed the report on January 15, 2026, investors must weigh the delayed timeline against the company’s remaining extension capacity and the pre-existing $12.21 per share trust value when deciding whether to hold shares, exercise redemption rights, or prepare for a proxy vote as the February 19, 2026 date approaches.
What changed: SEC Form 8-K current report disclosing Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement) and Item 9.01 (Exhibits), which formally records a SPAC extension payment deposited into the trust account and the execution of a promissory note linked to a prospective initial business combination. According to the filing, Bayview Acquisition Corp deposited exactly $50,000 into its trust account on December 19, 2025, securing a one-month extension of the deadline to complete an initial business combination, shifting the termination date from December 19, 2025, to January 19, 2026. The registrant identifies this deposit as the first of up to six permitted extensions under its governing articles. Separately, the company reports issuing an unsecured promissory note with a principal amount of exactly $300,000 on December 12, 2025, payable to Oabay Inc. and AsiaFactor(CN) Co., Ltd. The note accrues zero interest, and the filing specifies that the principal becomes due and payable only upon the consummation of a business combination with these specific payees. Exhibit 10.1 incorporates the full note agreement. Why it matters: The $50,000 deposit directly alters the per-share trust accrual trajectory heading into the new January 19, 2026, redemption window, meaning shareholders who elect to exit at month-end will receive a trust value adjusted upward by the extension fee rather than seeing it erode from standard monthly deductions. The $300,000 promissory note demonstrates sponsor conduct where financing for the extension pipeline is being supplied by the target entities themselves, deferring any cash outflow or shareholder dilution until merger closing. For investors tracking deal progress, the document narrows the target universe to Oabay Inc. and AsiaFactor(CN) Co., Ltd. and establishes a fixed, one-month runway under the amended Articles of Association, allowing redemption timers to be recalibrated against the January 19, 2026, cutoff.
What changed: This is a Form 8-K/A (Amendment No. 1) current report filed pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934, which corrects a scrivener’s error and updates the projected redemption price per share following an extraordinary general meeting. According to the filing, the company extended its termination date from December 19, 2025 to June 19, 2026 through six one-month extensions, each requiring five days’ advance notice and a $50,000 deposit into the Trust Account. At the extraordinary general meeting held on December 12, 2025, 3,428,927 ordinary shares were represented, constituting approximately 98.92% of outstanding shares as of November 17, 2025. Shareholders approved both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal with 2,521,560 votes in favor and 907,392 against. Following the vote, holders of 727,970 ordinary shares exercised redemption rights at a price of approximately $11.62 per share, producing an aggregate redemption amount of approximately $8,459,011.4. Exhibit 3.1 amends Articles 37.8, 37.9, and 37.11 of the Second Amended and Restated Memorandum and Articles of Association to codify the extension mechanics, require sponsor deposits, and preserve public shareholder redemption rights upon any charter amendments affecting timing or trust funds. Chief Executive Officer and Director Xin Wang executed the report on December 22, 2025. Why it matters: The filing directly revises the redemption calendar by setting June 19, 2026 as the new deadline and establishes a transparent cost structure for delaying liquidation ($50,000 per extension funded by sponsors and deposited into the Trust Account). The redemption of 727,970 shares at approximately $11.62 per share removes approximately $8,459,011.4 from the trust balance, immediately reducing the capital pool available to consummate an initial business combination and adjusting the residual per-share value if winding-up procedures are triggered. The filing confirms there are no disclosures regarding target company operations, customer contracts, revenue figures, market positioning, technology assets, strategic partnerships, ongoing litigation, or executive compensation changes. All substantive parameters remain confined to corporate governance timelines, trust funding obligations, and post-vote redemption accounting as reported by the registrant and signed by management.
What changed: An SEC Form 8-K current report detailing the results of an extraordinary general meeting held by Bayview Acquisition Corp on December 12, 2025. Per the filing, shareholders approved extending the business combination deadline from December 19, 2025, to June 19, 2026 via six one-month extensions. The filing states that each extension requires a $50,000 deposit into the Trust Account upon five days' advance notice. In connection with the vote, the company reports that holders of 727,970 ordinary shares exercised redemption rights at a price of approximately $11.53 per share, resulting in an aggregate redemption amount of approximately $8,393,494.10. The filing lists final voting tallies of 2,521,560 for and 907,392 against for both proposals, noting approximately 98.92% of outstanding shares as of November 17, 2025 were represented. Why it matters: The approved extension mechanics fundamentally alter the trust dynamics for the remaining capital: public shareholders will now fund monthly extension fees of $50,000 out of the trust balance, reducing the total pool available for a future business combination or final liquidation. The withdrawal of approximately $8,393,494.10 from redemptions decreases the absolute trust value, which may impact the per-share trust value calculation once the $50,000 monthly contributions cease or upon eventual liquidation. By formally amending the Second Amended and Restated Memorandum and Articles of Association, the company codifies the board's authority to invoke extensions and preserves the statutory redemption rights for any future amendments affecting those timelines under Cayman Islands law provisions cited in Exhibit 3.1.
What changed: Definitive Proxy Statement (DEF 14A) calling an Extraordinary General Meeting on December 12, 2025 to vote on charter amendments, trust agreement changes, and adjournment procedures. The Board proposes moving the termination date from December 19, 2025 to June 19, 2026 via two conditional proposals. On the November 17, 2025 record date, the trust account held approximately $19,998,434.52, yielding an approximate $11.53 redemption price per public share versus a $11.21 Nasdaq closing price. An aggregate $50,000 monthly extension payment may be deposited into the trust by sponsors in exchange for a non-interest bearing, unsecured promissory note, though sponsors are contractually not obligated to fund extensions. Redemptions are capped so that net tangible assets post-distribution remain at least $5,000,001, and no single shareholder acting as a group may redeem more than 15% of public shares without company consent. Initial shareholders control approximately 1,732,500 ordinary shares (~50%), representing founder shares purchased for $25,000 total and private placement units bought at $10.00 per unit for $2,325,000 gross. These insiders intend to vote in favor of the extension and waive liquidation rights, while public shareholders retain redemption rights regardless of voting direction. Why it matters: This filing sets the procedural and economic parameters for whether public capital is returned now at a documented $11.53 premium over the open market or locked through June 19, 2026. The 15% redemption limit and $5,000,001 asset floor functionally throttle large holder exits, while the sponsor’s optional funding mechanism and non-repayable promissory notes preserve insider capital even if the company liquidates. Because the board acknowledges the company has "neither engaged in any operations nor generated any revenue to date" and admits there is "no assurance" a target will be found, investors face asymmetric risk: public funds support extended deal search efforts that yield zero downside protection beyond the trust floor, while insiders’ $0.017-per-share foundational equity faces total wipeout on liquidation, creating strong divergence in incentives. Regulatory headwinds, including CFIUS scrutiny tied to management ties to China, Hong Kong, Taiwan, and Macau, and evolving SEC SPAC compliance requirements, further complicate path-to-close scenarios. Failure to secure the required supermajority votes triggers immediate winding up, trust distribution, and expiration of all rights.
What changed vs 2025-05-12trust $40.7M → $20.0M -51%deadline 2025-12-19 → 2026-06-19trust account, combination deadline2 moved
- Trust account
- $40.7M$20.0M
- Combination deadline
- 2025-12-192026-06-19
SpacBrain reads this as $20,686,883 left the trust between the two filings.
The clause …“vote at the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $19,998,434.52 as of the Record Date (including interest not previously released to Bayview to pay its”…
SpacBrain reads this as 182 days later than the previous record.
The clause …“six (6) times, with all six (6) extensions comprised of one month each up to June 19, 2026 (i.e., for a period of time ending up to 30 months after the consummation of its initial public offering) by providing five days’ advance notice”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A preliminary Proxy Statement (Schedule 14A) filed by Bayview Acquisition Corp convening an Extraordinary General Meeting on December 12, 2025, to solicit shareholder votes on an extension amendment proposal, a trust agreement amendment proposal, and an adjournment proposal. The Board proposes amending the Existing Charter to extend the termination date from December 19, 2025, to June 19, 2026. Per the proposed Trust Agreement Amendment with Equiniti Trust Company, LLC, the company may extend the termination date up to six times, each for one month, by depositing $50,000 into the Trust Account with five days’ advance notice; sponsors will receive non-interest-bearing, unsecured promissory notes for these deposits. The Board states approval of both the Extension Amendment and Trust Agreement Amendment is required to implement the extension. The proxy statement sets voting thresholds requiring 578,342 public shares (33.4% of outstanding public shares assuming full attendance) for the Extension Amendment, 520,571 public shares (30.0%) for the Trust Agreement Amendment, and 632 public shares (0.0%) for the Adjournment Proposal. Public shareholders retain the right to redeem shares at the meeting, contingent on a condition that redemptions cannot cause net tangible assets (after deferred underwriting commissions) to fall below $5,000,001, a condition the Board may not waive. Redemptions are capped at an aggregate of 15% per shareholder or group without prior consent. The transfer agent must receive written redemption requests by 5:00 p.m. Eastern Time on December 10, 2025. As of the November 17, 2025 Record Date, 3,466,262 shares were outstanding, consisting of 1,733,762 public shares and 1,732,500 shares held by initial shareholders. The proxy statement reports the redemption price per Public Share was approximately $[ ], based on a Trust Account balance of approximately $[ ]. Why it matters: Investors face a liquidity event to exit at the prevailing trust distribution or maintain exposure for a potentially longer search window. According to the filing, even if approved, there is no assurance Bayview can consummate a Business Combination by June 19, 2026. The proxy statement discloses that initial shareholders previously acquired 1,500,000 Founder Shares for $25,000 (approximately $0.017 per share) and simultaneously purchased 232,500 Private Placement Units at $10.00 per unit for $2,325,000. The Board warns that if the company liquidates without a Business Combination, those founder and private placement securities will expire worthless, and the sponsors have agreed to liability if third-party claims reduce the Trust Account below $10.00 per Public Share, except for waived claims or IPO underwriter indemnities. The filing also discloses a waiver of the corporate opportunity doctrine, noting directors owe duties to other entities that may have limited target opportunities. Compliance with recently adopted SEC SPAC Rules and potential regulatory reviews (such as CFIUS or FCC restrictions) could further increase transaction costs, constrain deal viability, or extend timelines beyond the extended deadline. D.F. King & Co., Inc. is handling proxy solicitation at Bayview’s expense.
What changed: A Form 8-K current report disclosing the creation of a direct financial obligation via a trust account deposit to secure a final business combination deadline extension. According to the filing, on November 18, 2025, Bayview Acquisition Corp deposited $100,000 into its trust account, extending the period to consummate an initial business combination from November 19, 2025 to December 19, 2025. The registrant's Second Amended and Restated Articles of Association, as amended, permit up to six extensions; the company reports this deposit constitutes the sixth and final allowable extension. Xin Wang, identified as Chief Executive Officer and Director, executed the report on behalf of the registrant. Why it matters: The deposit advances the mandatory redemption and liquidation window by exactly one month to December 19, 2025. Because the charter caps extensions at six, that December 19, 2025 date serves as the absolute final deadline before statutory dissolution triggers shareholder redemptions at the then-prevailing trust per-share amount. The filing contains no substantive updates regarding target identification, merger agreement status, commercial revenue, market size claims, technology or partnership disclosures, sponsor conduct allegations, or pending litigation. All dates, the $100,000 deposit figure, the six-extension cap, and the corporate signatory attribution are sourced directly from the Item 2.03 disclosure text.
What changed: Routine compliance report (Form 10-Q). First, this filing is a routine compliance report (Form 10-Q). Mechanics-wise, management reports the Trust Account holds $19,788,493, securing 1,733,762 public shares at a documented per-share redemption value of $11.41. On June 17, 2025, shareholders authorized extending the business combination deadline to December 19, 2025. Concurrently, 1,975,249 shares were redeemed for $21,826,501. To fund the extensions, sponsors obtained $1,525,000 in promissory notes from Oabay and remitted those deposits into trust. Regarding other substance, management highlighted a going concern driven by a $2,947,928 working capital deficit, disclosed a material weakness in internal financial controls stemming from a shortage of a qualified SEC reporting professional, and noted the amended Merger Agreement with Oabay now requires fiscal year 2024 revenues exceeding RMB 436,000,000.00 or fiscal year 2025 revenues exceeding RMB 583,000,000.00—while mandating a cumulative threshold of RMB 1,019,000,000.00—to trigger the distribution of 6,000,000 earnout shares. Why it matters: This disclosure crystallizes the narrowing window for investors, compressing the extension timeline to December 19, 2025 while shrinking the trust pool to $19,788,493, leaving 1,733,762 holders to absorb dissolution risk without fresh cash inflows. The reliance on $1,525,000 in related-party debt underscores sponsor commitment but elevates subordination risk if liquidity tightens further. The precise RMB revenue carve-outs expose the target’s operational execution capacity directly to the earnout mechanism, while the going concern flag and accounting control deficiency signal heightened compliance friction and warrant close monitoring of the final redemption deadline.
trust account, combination deadline, going-concern doubt +1nothing moved · 4 with no prior record of ours
- Trust account
- $39.6M · unchanged
- Combination deadline
- 2025-12-19 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 1.73M · unchanged
The clause “31, Markets Inputs Inputs 2024 (Level 1) (Level 2) (Level 3) Assets: Investment held in trust account $ 39,582,820 $ 39,582,820 $ — $ — NOTE 9. SEGMENT INFORMATION ASC 280, “Segment Reporting,” establishes standards for companies to”…
The clause …“to extend the Termination Date up to six times from the Termination Date to December 19, 2025 with all six extensions comprised of one month each by providing five days’ advance notice to the Trustee and depositing into the Trust”…
The clause …“of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to”…
The clause “0,000,000 shares authorized; 1,732,500 shares issued and outstanding (excluding 1,733,762 and 3,709,011 shares subject to possible redemption) at September 30, 2025 and December 31, 2024, respectively 173 173 Additional paid-in capital -”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document is a Schedule 13G/A, which serves as an amended beneficial ownership report filed to disclose the current equity position of W. R. Berkley Corporation and Berkley Insurance Company in Bayview Acquisition Corp (BAYA). The provided filing text contains no adjustments to the redemption deadline, no amendments to the trust account valuation, no proposal to extend the business combination period, and no information regarding target selection progress or sponsor conduct. As a standard Schedule 13G/A submission, the excerpt focuses exclusively on updating registered beneficial ownership percentages or voting power disclosures without introducing new transaction conditions, tender offer terms, or redemptive share limits. Why it matters: For investors tracking liquidity windows and sponsor behavior, this filing confirms routine institutional position reporting rather than strategic redeployment of capital or conditional voting blocs that would influence the de‑SPAC timeline. Because the excerpt omits financial projections, customer disclosures, technology roadmaps, partnership announcements, or litigation notices, shareholders must rely on prior prospectus supplements and definitive agreement exhibits to evaluate whether the existing capital structure can support a completed merger before the stated expiration date.
What changed: SEC Form 8-K filing reporting a SPAC extension payment and corresponding business combination deadline adjustment. According to the filing, executed by Chief Executive Officer and Director Xin Wang, Bayview Acquisition Corp deposited $100,000 into its trust account on October 20, 2025. This action extends the company's authorized period to consummate an initial business combination by one month, shifting the deadline from October 19, 2025 to November 19, 2025. The extension payment represents the fifth of up to six extensions permitted under the company's Second Amended and Restated Articles of Association. Why it matters: The filing mechanically updates the redemption and liquidation calendar, pushing the firm date for shareholder exit options or trust distribution to November 19, 2025. By utilizing the fifth of six allowable extension periods, sponsor management has signaled continued pursuit of a deal while consuming nearly all discretionary time reserves. The $100,000 deposit adds nominal liquidity to the trust without altering existing share classes, trading symbols, or target acquisition narratives. No new litigation, personnel changes, revenue milestones, or partnership announcements are disclosed in this report.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.