Nasdaq panel grants Bayview (NASDAQ: BAYA) conditional listing reprieve tied to Oabay deal

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Bayview Acquisition Corp received a favorable decision from a Nasdaq Hearings Panel allowing its shares, units and rights to remain listed, with trading moved from the Nasdaq Global Market to the Nasdaq Capital Market effective April 24, 2026.

The extension is conditional. Bayview must close its proposed business combination with Oabay Inc. and meet Nasdaq’s initial listing standards by June 19, 2026, while also complying with ongoing listing rules. Failure to satisfy these conditions could still lead to delisting despite the current exception.

Positive

Nasdaq listing preserved with conditional exception: The Nasdaq Hearings Panel granted Bayview’s request for continued listing and transferred its securities to the Nasdaq Capital Market, preventing immediate delisting and maintaining public trading access while it works toward full compliance.

Negative

Listing now depends on closing Oabay merger by June 19, 2026: Continued Nasdaq listing is contingent on completing the business combination with Oabay and meeting initial listing standards by that date, leaving meaningful delisting risk if conditions are not satisfied in time.

Insights

Nasdaq grants Bayview a conditional lifeline tied to closing Oabay deal.

Bayview Acquisition Corp has avoided immediate delisting after a Nasdaq Hearings Panel granted continued listing, shifting its securities to the Nasdaq Capital Market. This keeps public trading in place while the company works to remedy prior deficiencies under multiple Nasdaq rules.

The relief is explicitly tied to completing the business combination with Oabay Inc. and achieving initial listing compliance by June 19, 2026. If Bayview cannot close the merger or meet the required shareholder, public float and market value standards, Nasdaq retains discretion to delist its securities.

For now, the company emphasizes its focus on finalizing the Oabay transaction and notes it has already held its annual general meeting on April 10, 2026, addressing one prior meeting-related deficiency. The ultimate outcome will depend on timely deal closing and demonstrated compliance by the Panel’s deadline.

8-K Event Classification

3 items: 3.01, 7.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Panel decision date: April 22, 2026 Transfer effective date: April 24, 2026 Compliance deadline: June 19, 2026 +1 more

4 metrics

Panel decision date April 22, 2026 Date Nasdaq Hearings Panel granted conditional continued listing

Transfer effective date April 24, 2026 Date securities moved to Nasdaq Capital Market

Compliance deadline June 19, 2026 Deadline to close Oabay combination and meet initial listing rules

Annual meeting date April 10, 2026 Date Bayview held its annual general meeting of shareholders

Key Terms

Nasdaq Capital Market, Nasdaq Hearings Panel, initial listing rules, supply chain finance cloud services, +2 more

6 terms

Nasdaq Capital Market financial

"the Company’s Securities were transferred to The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Nasdaq Hearings Panel regulatory

"the Nasdaq Hearings Panel (the “Panel”) has determined to grant"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

initial listing rules regulatory

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

supply chain finance cloud services financial

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

trade credit management cloud services financial

"and trade credit management cloud services"

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

04/24/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

current report

pursuant to section 13 or 15(D)

of the securities exchange act of 1934

Date of Report (Date of earliest event reported): 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

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 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”).

On 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.

In 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.

On 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:

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

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.

On 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

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”).

As 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.

In 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

Source: View Original Filing on SEC EDGAR

FAQ

What did Nasdaq decide about Bayview Acquisition Corp (BAYA) listing?

Nasdaq’s Hearings Panel granted Bayview continued listing, moving its securities to the Nasdaq Capital Market. This avoids immediate delisting, but the relief is conditional on Bayview meeting specific requirements, including closing its Oabay business combination and satisfying initial listing rules.

Why was Bayview Acquisition Corp at risk of Nasdaq delisting?

Bayview previously received deficiency notices for failing to meet several Nasdaq Global Market standards, including shareholder count, publicly held shares, market value of listed securities and annual shareholder meeting rules. These issues triggered a delisting determination and required a hearing before Nasdaq’s Hearings Panel.

What conditions must Bayview Acquisition Corp meet to stay listed on Nasdaq?

Bayview must close its proposed business combination with Oabay Inc. and demonstrate compliance with Nasdaq initial listing requirements on or before June 19, 2026. It also must continue to meet ongoing Nasdaq listing standards during the exception period to avoid renewed delisting action.

How does the transfer to the Nasdaq Capital Market affect BAYA trading?

Bayview’s ordinary shares, units and rights now trade on the Nasdaq Capital Market rather than the Nasdaq Global Market. The company expects no material impact on trading, and its symbols BAYA, BAYAU and BAYAR remain unchanged, with continuous electronic trading maintained on Nasdaq.

What is the role of Oabay Inc in Bayview Acquisition Corp’s Nasdaq status?

Oabay Inc is Bayview’s planned business combination partner. Nasdaq’s Panel conditioned Bayview’s continued listing on successfully closing this transaction and meeting initial listing standards by June 19, 2026, making completion of the Oabay deal central to Bayview’s long-term Nasdaq eligibility.

Can the Nasdaq listing decision for Bayview Acquisition Corp be reviewed again?

Yes. Bayview may request review of the Panel’s decision by the Nasdaq Listing and Hearing Review Council within 15 days, and the Council can also initiate review within 45 days. The Panel also reserves the right to reconsider the exception if new adverse circumstances arise.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 12.6 KB