{"url_path":"/sec/baya/8-k/2026-07-09/item-3-01","section_key":"item-3-01","section_title":"Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1969475/0001493152-26-032688-index.html","accession_number":"0001493152-26-032688","cik":"0001969475","ticker":"BAYA","issuer_name":"Bayview Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1969475/0001493152-26-032688-index.html","primary_entity_key":"0001969475","primary_entity_name":"Bayview Acquisition Corp"},"word_count":512,"has_tables":true,"body_markdown":"**Item\n3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.**\n\n \n\nOn\nJuly 2, 2026, Bayview Acquisition Corp. (the “Company”) received written notice from the Nasdaq Hearings Panel (the “Panel”)\nof The Nasdaq Stock Market LLC (the “Nasdaq”) that the Panel has determined to delist the Company’s securities\nfrom Nasdaq (the “Delisting Determination”) due to the Company’s failure to complete its business combination with\nOabay, Inc. (“Oabay”) on or before June 19, 2026. Accordingly, the Panel suspended trading of the Company’s securities\nfrom 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\nCompany’s securities from listing and registration on Nasdaq.\n\n \n\nAs\npreviously disclosed, on April 22, 2026, the Company timely requested a hearing before the Panel to appeal an earlier February 19, 2026\ndetermination to delist the Company’s securities from Nasdaq as a result of the Company’s noncompliance with Nasdaq Listing\nRules 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\nDecision”), to grant the Company’s request for continued listing on Nasdaq, subject to certain conditions, including that\non or before June 19, 2026, the Company shall close its business combination with Oabay and demonstrate compliance with the initial listing\nrules of Nasdaq.\n\n \n\nThe\nDelisting Determination states the Company may request that the Nasdaq Listing and Hearing Review Council (the “Council”)\nreview the Delisting Determination, provided the Council receives a written request within 15 days of the Delisting Determination.\n\n \n\nThe\nCompany intends to request that the Council review the Delisting Determination, however there can be no assurance that a request\nto review will be successful.\n\n \n\n**Forward-Looking\nStatements**\n\n \n\nThis\nCurrent Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the\nUnited States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the\nuse of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”\n“assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions.\nSuch statements are subject to certain risks and uncertainties that may cause the Company’s actual results to differ from the expectations\nexpressed in the forward-looking statements. There can be no assurance that the Company will achieve such expectations, including the\nCompany’s ability to successfully obtain a reversal of the Delisting Determination, the Company’s ability to demonstrate\ncompliance with Nasdaq listing rules, and the Company’s ability to complete its business combination with Oabay. The forward-looking\nstatements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update\nany forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required\nby law.\n\n \n\n \n\n \n\n \n\n**SIGNATURE**\n\n** **\n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\n \n**BAYVIEW\nACQUISITION CORP**\n\n \n \n \n\nDate:\nJuly 9, 2026\nBy:\n*/s/\nXin Wang*\n\n \nName:\nXin\nWang\n\n \nTitle:\nChief\nExecutive Officer"}