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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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