Failure to Satisfy Listing Rule (Form 8-K)

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

As previously disclosed, on September 22, 2026, Bayview Acquisition Corp., a Cayman Islands exempted company (the "Company") received two written notices from the Listing and Hearing Review Council (the "Council") of Nasdaq stating that the Council had affirmed the Hearings Panel (the "Panel") of Nasdaq's previous decisions to (a) set the June 19, 2026 deadline for the Company to complete its business combination with Oabay Inc., a Cayman Islands exempted company limited by shares, and (b) thereafter, suspend the trading of the Company's securities.

On October 30, 2026, the Company received a written notice from Nasdaq stating that Nasdaq's board of directors declined to call the above-mentioned decisions for review and that Nasdaq would proceed with removing the Company's securities from listing. 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. As of the date of this Current Report on Form 8-K, Nasdaq has not filed a Form 25-NSE.

As previously disclosed, the Company is seeking quotation on the OTC Markets. 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.

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.