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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) |
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 |
