8-K

UNITEDSTATESSECURITIES 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 27, 2023

BayviewAcquisition Corp

(Exact name of registrant as specified in its charter)

420Lexington Ave, Suite 2446New 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)

Securities

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

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 Act:

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. ☐

On December 27, 2023, Bayview Acquisition Corp (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and rights (the “Rights”) included in the Units commencing on December 28, 2023. Each Unit consists of one Ordinary Share and one Right, which entitles the holder thereof to receive one-tenth of one Ordinary Share upon an initial business combination. Any Units not separated will continue to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “BAYAU.” Any underlying Ordinary Shares and Rights that are separated are expected to trade on Nasdaq under the symbols “BAYA” and “BAYAR,” respectively. Holders of Units will need to have their brokers contact Equiniti Trust Company, LLC the Company’s transfer agent, in order to separate the holders’ Units into Ordinary Shares and Rights.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached as Exhibit 99.1.

EXHIBIT

INDEX

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.

Dated: December 27, 2023

Exhibit99.1

BayviewAcquisition Corp Announces the Separate Trading of its Ordinary Sharesand Rights Commencing December 28, 2023

New York, NY – December 27, 2023 – Bayview Acquisition Corp (the “Company” or “we”) announced that, commencing December 28, 2023, holders of the 6,000,000 units sold in the Company’s initial public offering may elect to separately trade the ordinary shares and rights included in the units. Any units not separated will continue to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “BAYAU,” and the separated ordinary shares and rights are expected to trade on Nasdaq under the symbols “BAYA” and “BAYAR,” respectively. Holders of units will need to have their brokers contact Equiniti Trust Company, LLC, the Company’s transfer agent, in order to separate the units into ordinary shares and rights.

The units were initially offered by the Company in an underwritten offering. Chardan Capital Markets, LLC acted as sole book-running manager of the offering. Registration statements relating to the units and the underlying securities became effective on December 14, 2023.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

AboutBayview Acquisition Corp

Bayview Acquisition Corp is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, we intend to focus our search on businesses in Asia.

Forward-LookingStatements

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated separation of the units into ordinary shares and rights. No assurance can be given that the units will be separated as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus relating to the Company’s initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

InvestorContact:

Taylor Zhang

Email: taylorzhang@irimpact.com

203-998-5540