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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)
of the securities exchange act of 1934
Date
of Report (Date of earliest event reported): September 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
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
420
Lexington Ave, Suite 2446
New
York, NY 10170
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code (347) 627-0058
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one ordinary share and one right |
|
BAYAU |
|
The
Nasdaq Stock Market LLC |
| Ordinary
Shares, par value $0.0001 per share |
|
BAYA |
|
The
Nasdaq Stock Market LLC |
| Rights,
each right entitling the holder thereof to one-tenth of one ordinary share |
|
BAYAR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on July 2, 2026, Bayview Acquisition Corp., a Cayman Islands exempted company (the “Company”) received
a written notice from the Hearings Panel (the “Panel”) of Nasdaq stating that the Panel had determined to delist the Company’s
securities from Nasdaq due to the Company’s failure to complete its business combination with Oabay Inc., a Cayman Islands exempted
company limited by shares (“Oabay”) on or before June 19, 2026. Accordingly, the Panel suspended trading of the Company’s
securities from Nasdaq, effective as of the open of trading on July 7, 2026. On July 17, 2026, the Company submitted a written Request
for Review of Hearings Panel Decision and requested that Nasdaq grant a limited extension of the business combination deadline to December
19, 2026. Nasdaq confirmed receipt of the request on July 20, 2026, and on July 31, 2026, the Company submitted a Memorandum Appealing
Hearings Panel Decision to Nasdaq in support of the request.
On
September 22, 2026, the Company received two written notices from the Listing and Hearing Review Council (the “Council”)
of Nasdaq stating that the Council has affirmed the Panel’s decisions to (a) set the June 19, 2026 deadline for the Company to
complete its business combination with Oabay, and (b) thereafter, suspend the trading of the Company’s securities. The Company
anticipates that Nasdaq will file a Form 25-NSE with the SEC, which will remove the Company’s securities from listing and registration
on Nasdaq.
The
Company intends to list its Ordinary Shares and Rights on the OTC Markets under the tickers “BAYA” and “BAYAR”
respectively. On September 16, 2026, the Company’s market maker filed a Form 211 with The Financial Industry Regulatory
Authority (FINRA), to initiate a public quotation for the Company’s Ordinary Shares on the OTC Pink Market. There
may be a very limited market in which the Company’s securities are traded, and the trading price of the Company’s securities
may be adversely affected. The Company can provide no assurance that its securities will trade on this market, whether broker-dealers
will continue to provide public quotes of its securities on this market, or whether the trading volume of its securities will be sufficient
to provide for an efficient trading market for existing and potential holders of its securities.
Forward-Looking
Statements
This
Current Report on Form 8-K may include “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. 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.
The
Exhibit Index is incorporated by reference herein.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
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:
September 28, 2026 |
By: |
/s/
Xin Wang |
| |
Name: |
Xin
Wang |
| |
Title: |
Chief
Executive Officer |
