Bayview Acquisition Corp

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.