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 in Bayview Acquisition Corp's, a Cayman Islands exempted corporation (the "Company") Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on August 26, 2025, 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 Company is not in compliance with Nasdaq Listing Rule 5450(b)(2)(A) ("the MVLS Rule"), which requires the Company to maintain a minimum Market Value of Listed Securities of $50.0 million.

On February 19, 2026, the Company received a written notice (the "Notice") from the Staff notifying the Company that the Company has not regained compliance with the MVLS Rule, and also that the Company is not in compliance with Nasdaq Listing Rules 5450(b)(2)(C), 5810(c)(3)(D), 5810(b), and 5505 (collectively, the "MVPHS Rules"), which require the Company to maintain a minimum Market Value of Publicly Held Shares of $15.0 million, and Nasdaq Listing Rule 5620(a) (the "Annual Meeting Rule"), which requires the Company to hold an annual meeting of shareholders within twelve months of the end of its fiscal year. Accordingly, the Staff determined that the Company's securities will be delisted from The Nasdaq Global Market unless the Company requests an appeal of this determination by February 26, 2026. The Notice states that if the Company does not appeal the Staff's delisting determination by that date, trading of the Company's common stock will be suspended at the opening of business on March 2, 2026, and a Form 25-NSE will be filed with the SEC, which will remove the Company's securities from listing and registration on The Nasdaq Stock Market.

The Company intends to appeal the Staff's delisting determination to a Nasdaq Hearings Panel (the "Panel") by February 26, 2026, and a hearing request will stay the suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel's decision. However, there can be no assurance that such appeal would 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 appeal a delisting determination and the Company's ability to resolve the deficiency under the MVLS Rule, the MVPHS Rules, and the Annual Meeting Rule. 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.