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

Date of Report (Date of earliest event reported): March 21, 2024

BayviewAcquisition Corp

(Exact name 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)

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 March 21, 2024, Mr. Wei Lu was appointed to the board of directors (the “Board”) of Bayview Acquisition Corp (the “Company”) as a Class II director with his initial term expiring at the Company’s second annual meeting of stockholders. The Board has determined that Mr. Lu is an independent director under the Nasdaq Stock Market Rules. Mr. Lu was also appointed as a member of the audit committee of the Company (the “Audit Committee”) and as chair of the compensation committee of the Company (the “Compensation Committee”). Mr. Lu entered into the Company’s standard indemnification agreement for directors. Mr. Wei Lu was appointed to replace Mr. Dajiang Guo, who resigned from the Board on March 21, 2024. At the time of his resignation, Mr. Guo was a member of the Audit Committee  and chair of the Compensation Committee Mr. Guo’s resignation was not the result of any disagreement with the Company.

None of our directors, including Mr. Lu, receive any cash compensation for services rendered to us. There are no arrangements or understandings between Mr. Lu and any other person pursuant to which he was selected to serve on the Board, and there are no relationships between Mr. Lu and the Company that would require disclosure under Item 404(a) of Regulation S-K.

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: March 27, 2024