[8-K] Bayview Acquisition Corp Reports Material Event

Bayview Acquisition Corp disclosed that on December 19, 2025 it deposited $50,000 into its trust account to extend the deadline to complete its initial business combination from December 19, 2025 to January 19, 2026.

Rhea-AI Filing Summary

Bayview Acquisition Corp disclosed that on December 19, 2025 it deposited $50,000 into its trust account to extend the deadline to complete its initial business combination from December 19, 2025 to January 19, 2026. This is the first of up to six one-month extensions allowed under its current Second Amended and Restated Articles of Association.

In connection with this extension, on December 12, 2025 the company issued an unsecured promissory note with a principal amount of $300,000 to Oabay Inc. and its operating entity AsiaFactor(CN) Co., Ltd. The note bears no interest, and the principal becomes due and payable on the date Bayview consummates a business combination with these payees.

Insights

SPAC structure and capital formation analyst

Bayview funds a one-month SPAC deadline extension via a $300K, no-interest note tied to closing a business combination.

Bayview Acquisition Corp extended its initial business combination deadline from December 19, 2025 to January 19, 2026 by depositing $50,000 into its trust account. This is described as the first of up to six permitted extensions, indicating a framework for potentially several additional one-month extensions if needed.

To support this, Bayview issued an unsecured promissory note with a principal amount of $300,000 to Oabay Inc. and AsiaFactor(CN) Co., Ltd. The note carries no interest and becomes due when Bayview consummates a business combination with these payees, so repayment is linked directly to a successful transaction rather than a fixed maturity date.

This structure means the immediate cash cost is the $50,000 trust deposit, while the larger $300,000 obligation arises only upon closing a business combination with the specified counterparties. Subsequent company disclosures for periods after January 19, 2026 may clarify whether further extensions were used or a transaction was completed.

8-K Event Classification

2 items: 2.03, 9.01

2 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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Accepted by SEC EDGAR 12/19/2025 - 07:11 PM EST Learn about SEC filing dates

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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): December 12, 2025

Bayview Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41890		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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.

Extension Payment

On December 19, 2025, Bayview Acquisition Corp (the “Company”) deposited $50,000 into the Company’s trust account to extend the period of time it has to consummate its initial business combination by one month (the “Extension”) from December 19, 2025 to January 19, 2026. The Extension is the first of up to six extensions permitted under the Second Amended and Restated Articles of Association, as amended, of the Company currently in effect.

Promissory Note

In connection with the Extension, the Company issued, on December 12, 2025, an unsecured promissory note in the total principal amount of $300,000 (the “Promissory Note”) to Oabay Inc. and its operating entity – AsiaFactor(CN) Co., Ltd, (the “Payees”). The Promissory Note does not bear interest and the principal thereunder becomes due and payable upon the date on which the Company consummates a business combination with the Payees.

The foregoing description of the Promissory Note is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.

Item 9.01 Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Promissory Note, dated December 12, 2025, by and among Bayview Acquisition Corp, Oabay Inc and AsiaFactor(CN) Co., Ltd
104		Cover Page Interactive Data File (embedded within 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
Date: December 19, 2025	By:	/s/ Xin Wang
	Name:	Xin Wang
	Title:	Chief Executive Officer and Director

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