Form 8-K

8-K — Bayview Acquisition Corp

Accession: 0001493152-26-018920

Filed: 2026-04-24

Period: 2026-04-22

CIK: 0001969475

SIC: 6770 (BLANK CHECKS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

current

report

pursuant

to section 13 or 15(D)

the securities exchange act of 1934

Date

of Report (Date of earliest event reported): April 22, 2026

Bayview

Acquisition Corp

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-41890

N/A 00-0000000

(State

or other jurisdiction

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 ☒

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.

previously disclosed, on February 19, 2026, Bayview Acquisition Corp, a Cayman Islands exempted corporation (the “Company”),

received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)

notifying the Company that the Staff had determined to delist the Company’s securities from Nasdaq (the “Notice”).

December 16, 2025, the Company submitted an application to transfer its listing of its ordinary shares, par value $0.0001 per share (the

“Ordinary Shares”), its units (the “Units”), and its rights, with each right entitling the holder thereof to

one-tenth of one Ordinary Share (the “Rights,” and together with the Ordinary Shares and

Units, the “Securities”) from The Nasdaq Global

Market to The Nasdaq Capital Market.

connection with the Notice, the Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal

the determination. The hearing was conducted via video conference on March 31, 2026 at 11:00 a.m. Eastern Time.

April 22, 2026, the Company received written notice of the Panel’s decision (the “Panel Decision”), granting the Company’s

request for continued listing on Nasdaq, subject to the following conditions:

1. On

or before April 24, 2026, Staff shall transfer the Company to The Nasdaq Capital Market;

and

2. On

or before June 19, 2026, the Company shall close its business combination with Oabay Inc.

(“Oabay”) and demonstrate compliance with the initial listing rules of Nasdaq.

Accordingly,

effective as of the open of trading on April 24, 2026, the Company’s Securities

were transferred to The Nasdaq Capital Market. The Nasdaq Capital

Market is one of the three market tiers for Nasdaq-listed stock and is a continuous trading market that operates in substantially the

same manner as the Nasdaq Global Market. The Securities will continue to trade under the symbols “BAYA,” “BAYAU”

and “BAYAR” and the Company does not expect the transfer to the Nasdaq Capital Market to have any material impact on the

trading of its Securities.

The

Panel reserves the right to reconsider the terms of the exception based on any event, condition or circumstance that exists or develops

that would, in the opinion of the Panel, make continued listing of the Company’s securities on Nasdaq inadvisable or unwarranted.

The Company is required during the exception period to provide prompt notification of any significant events that may affect the Company’s

compliance with Nasdaq requirements, including any event that may call into question the Company’s ability to meet the terms of

the exception granted.

The

Panel Decision indicates that the Company may request that the Nasdaq Listing and Hearing Review Council (the “Council”)

review the Panel Decision. A written request for review must be received within 15 days from the date of the Panel Decision. The Council

may also, on its own motion, determine to review any Panel decision within 45 calendar days after issuance of the written decision.

There

can be no assurance that the Company will be able to satisfy the conditions of the Panel Decision, close the business combination with

Oabay, or otherwise demonstrate compliance with applicable Nasdaq listing rules by the deadlines set forth in the Panel Decision.

Item

7.01. Regulation FD Disclosure.

April 24, 2026, the Company issued a press release (the “Press Release”) regarding the Panel Decision. The information included

in the Press Release shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed

incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly

set forth by specific reference in such a filing.

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 the

Company’s ability to satisfy the conditions of the Panel Decision, close the business combination with Oabay by the June 19, 2026

deadline, and demonstrate compliance with Nasdaq listing rules. The forward-looking statements contained in this report speak only as

of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes

in information, events or circumstances after the date of this report, unless required by law.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

of Exhibits

99.1

Press Release of the Company, issued April 24, 2026.

104

Cover

Page Interactive Data File (embedded within the inline XBRL Document).

2/3

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:

April 24, 2026

By:

/s/

Xin Wang

Name:

Xin

Wang

Title:

Chief

Executive Officer

3/3

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Bayview

Acquisition Corp Announces Favorable Nasdaq Listing Decision

New

York, NY, April 24, 2026 (GLOBE NEWSWIRE) — Bayview Acquisition Corp (NASDAQ: BAYA, BAYAU, and BAYAR) (the “Company”)

announced today that the Nasdaq Hearings Panel (the “Panel”) has determined to grant the Company’s request to

continue its listing on The Nasdaq Stock Market (“Nasdaq”).

previously disclosed, the Company received deficiency notices from the Nasdaq Listing Qualifications Department regarding the Company’s

non-compliance with Listing Rules 5450(a)(2), the “Shareholders Rule,” 5450(b)(2), the “Publicly Held Shares Rule,”

5450(b)(2)(A), the “MVLS Rule,” and 5620(a), the “Annual Shareholder Meeting Rule.” The Company timely requested

a hearing before the Panel, and the hearing was held on March 31, 2026.

a decision dated April 22, 2026, the Panel granted the Company’s request for continued listing, subject to certain conditions.

Specifically, (1) effective as of the open of trading on April 24, 2026, the Company’s securities were transferred

to the Nasdaq Capital Market, and (2) the Company must close its business combination with Oabay Inc. (“Oabay”) and

demonstrate compliance with the Nasdaq initial listing rules on or before June 19, 2026.

“We

are pleased with the Panel’s decision to grant us an exception to continue our listing on Nasdaq,” said Xin Wang, the Company’s

Chief Executive Officer. “We remain focused on completing our business combination with Oabay and satisfying all applicable listing

requirements.”

The

Company held its annual general meeting of shareholders on April 10, 2026 and continues to work with Oabay to complete its business combination.

There can be no assurance that the Company will be able to satisfy the conditions set forth by the Panel within the required timeframes

or that the Company will be able to maintain compliance with other Nasdaq listing requirements.

About

Bayview Acquisition Corp

Bayview

Acquisition Corp is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock

purchase, reorganization or similar business combination with one or more businesses. While the company is not limited to a particular

industry or geographic region in its identification and acquisition of a target company, the company has focused its search on businesses

throughout Asia.

About

Oabay Inc

Oabay

provides trade credit digital transformation solutions that primarily consist of two types of services: supply chain finance cloud services

and trade credit management cloud services. Leveraging and building upon its experience in accounts receivable factoring and enterprise

credit digitalization for small-to-medium-sized enterprises, Oabay offers supply chain financing to critically and strategically positioned

companies, and optimizes the process to produce credit assets within supply chains for financial institutions and other companies with

improved efficiency and savings. Oabay has more than ten years of operating history and is a pioneer in the Chinese trade credit technology

solutions industry.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of

the Securities Exchange Act of 1934. These forward-looking statements include, but are not limited to, statements regarding the Company’s

ability to satisfy the conditions set forth by the Panel, complete its business combination with Oabay, and maintain compliance with

Nasdaq listing requirements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual

results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied

by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak

only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, whether

as a result of new information, future events or otherwise, except as required by law.

For

investor and media inquiries, please contact:

Bayview

Acquisition Corp

Xin

Wang, CEO

Email:

xwang@bayviewspac.com

Tel.:

203-998-5540

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