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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): July 2, 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.
On
July 2, 2026, Bayview Acquisition Corp. (the “Company”) received written notice from the Nasdaq Hearings Panel (the “Panel”)
of The Nasdaq Stock Market LLC (the “Nasdaq”) that the Panel has determined to delist the Company’s securities
from Nasdaq (the “Delisting Determination”) due to the Company’s failure to complete its business combination with
Oabay, Inc. (“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, and a Form 25-NSE will be filed with the SEC, which will remove the
Company’s securities from listing and registration on Nasdaq.
As
previously disclosed, on April 22, 2026, the Company timely requested a hearing before the Panel to appeal an earlier February 19, 2026
determination to delist the Company’s securities from Nasdaq as a result of the Company’s noncompliance with Nasdaq Listing
Rules 450(b)(2)(A), 5450(a)(2), 5620(a) and 5450(b)(2)(B). The Company received written notice of the Panel’s decision (the “Panel
Decision”), to grant the Company’s request for continued listing on Nasdaq, subject to certain conditions, including that
on or before June 19, 2026, the Company shall close its business combination with Oabay and demonstrate compliance with the initial listing
rules of Nasdaq.
The
Delisting Determination states the Company may request that the Nasdaq Listing and Hearing Review Council (the “Council”)
review the Delisting Determination, provided the Council receives a written request within 15 days of the Delisting Determination.
The
Company intends to request that the Council review the Delisting Determination, however there can be no assurance that a request
to review will be successful.
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 successfully obtain a reversal of the Delisting Determination, the Company’s ability to demonstrate
compliance with Nasdaq listing rules, and the Company’s ability to complete its business combination with Oabay. 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.
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:
July 9, 2026 |
By: |
/s/
Xin Wang |
| |
Name: |
Xin
Wang |
| |
Title: |
Chief
Executive Officer |
