8-K

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

Dateof Report (Date of earliest event reported): December 12, 2025

BayviewAcquisition Corp

(Exactname of registrant as specified in its charter)

420Lexington Ave, Suite 2446

NewYork, NY 10170

(Address of principal executive offices, including zip code)

Registrant’s

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

NotApplicable

(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:

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

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.

ExtensionPayment

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.

PromissoryNote

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.

Item9.01 Exhibits.

(d) Exhibits

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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.

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Exhibit 10.1