UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

current report
pursuant to section 13 or 15(D)
of the securities exchange act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 1613, 2026

Bayview Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41890		~~00-0000000N~~N/A 00-0000000
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

420 Lexington Ave, Suite 2446

New York, NY 10170

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code (347) 627-0058

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share and one right	BAYAU	The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share	BAYA	The Nasdaq Stock Market LLC
Rights, each right entitling the holder thereof to one-tenth of one ordinary share	BAYAR	The Nasdaq Stock Market LLC

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).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 12.0103. ~~Entry~~Creation ~~into~~of a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.

~~Amendment~~Extension ~~to Merger Agreement~~Payment

AsOn ~~previously~~February ~~disclosed~~13, ~~on June 7~~2026, ~~2024,~~ Bayview Acquisition Corp, ~~a Cayman Islands exempted company~~ (the “Company”) ~~entered into~~deposited an$50,000 ~~Agreement~~into ~~and Plan of Merger (~~the ~~“Merger~~Company’s ~~Agreement”)~~trust byaccount to ~~and~~extend ~~among~~ the ~~Company,~~period ~~Oabay~~of ~~Holding~~time ~~Company,~~it ahas ~~Cayman~~to ~~Islands exempted~~consummate ~~company~~its ~~limited~~initial business combination by ~~shares~~one month (the “~~PubCo~~Extension”), from ~~Oabay~~February ~~Inc.~~19, a2026 ~~Cayman~~to ~~Islands~~March ~~exempted company limited by shares~~19, ~~Bayview~~2026. ~~Merger Sub~~The 1Extension ~~Limited,~~is athe ~~Cayman~~third ~~Islands exempted company limited by shares and a wholly-owned subsidiary~~ of ~~PubCo,~~up ~~Bayview~~to ~~Merger~~six ~~Sub~~extensions 2,permitted aunder ~~Cayman Islands~~the ~~exempted~~Second ~~company~~Amended ~~limited by shares~~ and aRestated Articles ~~wholly-owned subsidiary~~ of ~~PubCo~~Association, ~~Oabay~~as ~~Merger Sub Limited~~amended, ~~a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary~~ of ~~PubCo,~~the ~~BLAFC~~Company ~~Limited,~~currently ~~a business company limited by shares~~ in ~~the British Virgin Islands, Bayview Holding LP, a Delaware limited partnership, and Peace Investment Holdings Limited, a Delaware limited partnership~~effect.

On June 26, 2024, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement pursuant to which, among other things, the parties agreed to revise the earnout milestones to reflect new consolidated revenue metrics. On May 14, 2025, the parties to the Merger Agreement entered into Amendment No. 2 ~~to the Merger Agreement pursuant to which the parties agreed to realign the sequence of the transactions contemplated by the Merger Agreement.~~/3

On January 21, 2026, the parties to the Merger Agreement entered into Amendment No. 3 to the Merger Agreement (the “Third Amendment”), pursuant to which the Outside Closing Date (as defined in the Merger Agreement) was extended to June 15, 2026.

The foregoing summary of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, a copy of which is filed as Exhibit 2.1 and is incorporated by reference herein.

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

On January 16, 2026, the Company received a written notice (the “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 Rules 5450(b)(2)(C), 5810(c)(3)(D), 5810(b), and 5505 (collectively, the “MVPHS Rules”), which requires the Company to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15.0 million. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

The Notice states that the Company has 180 calendar days, or until July 15, 2026, to regain compliance with the MVPHS Rules. To regain compliance, the Company’s MVPHS must close at $15.0 million or more for a minimum of ten consecutive business days during the 180-day compliance period ending on July 15, 2026. In the event the Company does not regain compliance with the MVPHS Rules prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company will have the opportunity to appeal the decision to a Nasdaq Hearing Panel. The Company intends to monitor its MVPHS and consider its available options to regain compliance with the MVPHS Rules.

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 regaining compliance with the MVPHS Rules during any compliance period or in the future, otherwise meeting Nasdaq compliance standards, being granted by Nasdaq any relief from delisting as necessary, or ultimately meeting applicable Nasdaq requirements for any such relief. 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.

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The Exhibit Index is incorporated by reference herein.

EXHIBIT INDEX

Exhibit No.		Description
2.1		Amendment No. 3 to Merger Agreement, dated January 21, 2026.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).]

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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
	Bayview Acquisition Corp
Date: January 22, 2026	By:	/s/ Xin Wang
Date: February 13, 2026	By:	/s/ Xin Wang
	Name:	Xin Wang
	Title:	Chief Executive Officer and Director

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