UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
current report
pursuant to section 13 or 15(D)
of the securities exchange act of 1934
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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).
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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:
| 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.
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)
“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
Email:
Tel.: 203-998-5540