BAYA / Bayview Acquisition Corp - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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): August 22, 2025 Bayview Acquisiti

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): August 22, 2025 Bayview Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41890 N/A00-0000000 (State or other jurisdiction of incorporation) (

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): August 19, 2025 Bayview Acquisiti

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): August 19, 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41890 BAYVIEW ACQUISITION

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 18, 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) (C

Promissory Note, dated June 20, 2025, by and among Bayview Acquisition Corp, Oabay Inc and AsiaFactor(CN) Co., Ltd

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): June 20, 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) (C

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): June 17, 2025 Bayview Acquisition

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): June 17, 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) (C

Amendment to the Second Amended and Restated Articles and Memorandum of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 18, 2025).

Exhibit 3.1 Resolved as a special resolution, that the following articles of Bayview’s Second Amended and Restated Memorandum and Articles of Association adopted by special resolution passed on September 16, 2024 (the “Existing Charter”) be amended as follow with immediate effect: (i) Article 37.8 of the Existing Charter be deleted in its entirety and replaced as follows: “37.8 The Company has unt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41890 BAYVIEW ACQUISITION

Amendment No. 2 to Merger Agreement, dated May 14, 2025.

Exhibit 2.1 AMENDMENT NO. 2 AGREEMENT AND PLAN OF MERGER dated May 14, 2025 by and among OABAY HOLDING COMPANY, BAYVIEW ACQUISITION CORP, OABAY INC, BAYVIEW MERGER SUB 1 LIMITED, BAYVIEW MERGER SUB 2 LIMITED, OABAY MERGER SUB LIMITED, BLAFC LIMITED, BAYVIEW HOLDING LP, AND PEACE INVESTMENT HOLDINGS LIMITED AMENDMENT NO. 2 AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2 (this “Amendment”) dated a

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): May 14, 2025 BAYVIEW ACQUISITION

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): May 14, 2025 BAYVIEW ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41890 N/A (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41890 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2024 Commission File Number 001-41890 BAYVIEW ACQ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2024 Commission File Number 001-41890 BAYVIEW ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or Other Jurisdiction of Incorporation) (I.R.S. Employe

Second Amended and Restated Memorandum and Articles of Association

Exhibit 3.3 COMPANIES ACT (REVISED) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BAYVIEW ACQUISITION CORP ADOPTED BY SPECIAL RESOLUTION PASSED ON SEPTEMBER 16, 2024 Companies Act (Revised) Company Limited by Shares Second Amended and Restated Memorandum of Association of Bayview Acquisition Corp Adopted by special resolution on September 16, 2024

List of Subsidiaries

Exhibit 21.1 SUBSIDIARIES OF BAYVIEW ACQUISITION CORP None.

Second Amended and Restated Memorandum and Articles of Association (dated September 16, 2024).

Exhibit 3.1

Power of Attorney

EX-99.B 3 d898386dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d898386dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

BAYA / Bayview Acquisition Corp / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d898386dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bayview Acquisition Corp (Name of Issuer) Common Shares (Title of Class of Securities) 07323B100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

BAYA / Bayview Acquisition Corp / Vivaldi Asset Management, LLC - 13G/A BAYA Passive Investment

SC 13G/A 1 schedule13gbaya111424.htm 13G/A BAYA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bayview Acquisition Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 07323B100 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41890 BAYVIEW ACQUISI

BAYA / Bayview Acquisition Corp / Harraden Circle Investments, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d819237dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bayview Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 07323B100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Chec

JOINT FILING AGREEMENT

EX-99.1 2 d819237dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Bayview Acquisition Corp dated as of September 30, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with

BAYA / Bayview Acquisition Corp / PROPPER KERRY Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bayview Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 07323B100 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

BAYA / Bayview Acquisition Corp / BERKLEY W R CORP - SCHEDULE 13G Passive Investment

SC 13G 1 w80048898a.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bayview Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 07323B100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appr

EXHIBIT 99.1

EX-99.1 2 w80048898b.htm THE IDENTITY AND THE ITEM 3 CLASSIFICATION OF THE RELEVANT SUBSIDIARY EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary is: Berkley Insurance Company, which is an insurance company in accordance with Rule 13d-1(b)(1)(ii)(C).

AGREEMENT OF REPORTING PERSONS

EX-99.2 3 w80048898c.htm AGREEMENT OF REPORTING PERSONS EXHIBIT 99.2 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint f

Submission of Matters to a Vote of Security Holders, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): September 16, 2024 Bayview Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41890 N/A (State or other jurisdiction of incorporation) (Commiss

BAYA / Bayview Acquisition Corp / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bayview Acquisition Corp 07323B100 (CUSIP Number) September 10, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule 13d-1(d)

JOINT FILING AGREEMENT

EX-99.1 2 d890263dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Bayview Acquisition Corp dated as of September 16, 2024, is,and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41890 BAYVIEW ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Amendment No. 1 to Merger Agreement, dated June 26, 2024.

Exhibit 2.1 AMENDMENT NO. 1 AGREEMENT AND PLAN OF MERGER dated June 26, 2024 by and among OABAY Holding Company, BAYVIEW Acquisition Corp, OABAY INC, BAYVIEW Merger Sub 1 Limited, BAYVIEW Merger Sub 2 Limited, OABAY Merger Sub Limited, BLAFC Limited Bayview Holding LP, and Peace Investment Holdings Limited AMENDMENT NO. 1 AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 (this “Amendment”) dated a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 26, 2024 BAYVIEW ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41890 N/A (State or other jurisdiction of incorporation) (Commission F

Shareholder Support Agreement dated as of June 7, 2024, by and among Bayview Acquisition Corp, Oabay Inc. and the additional parties thereto.

Exhibit 10.1 EXECUTION VERSION COMPANY SHAREHOLDER SUPPORT AGREEMENT This COMPANY SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2024 by and among Bayview Acquisition Corp, a Cayman Islands exempted company (together with its successors, “SPAC”), Oabay Inc, a Cayman Islands exempted company (the “Company”), and the persons identified on Schedule A hereto wh

Sponsor Support Agreement dated as of June 7, 2024, by and among Bayview Acquisition Corp,, Oabay Inc., Bayview Holding LP, and Peace Investment Holdings Limited and the additional parties thereto.

Exhibit 10.2 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2024, by and among Bayview Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Oabay Inc, a Cayman Islands exempted company (the “Company”), Bayview Holding LP and Peace Investment Holdings Limited, each a Delaware limited partnership (collecti

Shareholder Support Agreement dated as of June 7, 2024, by and among Bayview Acquisition Corp, Oabay Inc. and the additional parties thereto.

Exhibit 10.1 EXECUTION VERSION COMPANY SHAREHOLDER SUPPORT AGREEMENT This COMPANY SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2024 by and among Bayview Acquisition Corp, a Cayman Islands exempted company (together with its successors, “SPAC”), Oabay Inc, a Cayman Islands exempted company (the “Company”), and the persons identified on Schedule A hereto wh

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 7, 2024 BAYVIEW ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41890 N/A (State or other jurisdiction of incorporation) (Commission Fi

Agreement and Plan of Merger, dated as of June 7, 2024, by and among Bayview Acquisition Corp, Oabay Holding Company, Oabay Inc. and the additional parties thereto.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated June 7, 2024 by and among OABAY Holding Company, BAYVIEW Acquisition Corp, OABAY INC, BAYVIEW Merger Sub 1 Limited, BAYVIEW Merger Sub 2 Limited, OABAY Merger Sub Limited, BLAFC Limited Bayview Holding LP, and Peace Investment Holdings Limited TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Table of Defined Terms 11 ARTICLE II INI

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): June 7, 2024 BAYVIEW ACQUISITION

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): June 7, 2024 BAYVIEW ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41890 N/A (State or other jurisdiction of incorporation) (Commission Fi

Agreement and Plan of Merger, dated as of June 7, 2024, by and among Bayview Acquisition Corp, Oabay Holding Company, Oabay Inc. and the additional parties thereto.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated June 7, 2024 by and among OABAY Holding Company, BAYVIEW Acquisition Corp, OABAY INC, BAYVIEW Merger Sub 1 Limited, BAYVIEW Merger Sub 2 Limited, OABAY Merger Sub Limited, BLAFC Limited Bayview Holding LP, and Peace Investment Holdings Limited TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Table of Defined Terms 11 ARTICLE II INI

Sponsor Support Agreement dated as of June 7, 2024, by and among Bayview Acquisition Corp,, Oabay Inc., Bayview Holding LP, and Peace Investment Holdings Limited and the additional parties thereto.

Exhibit 10.2 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2024, by and among Bayview Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Oabay Inc, a Cayman Islands exempted company (the “Company”), Bayview Holding LP and Peace Investment Holdings Limited, each a Delaware limited partnership (collecti

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 7, 2024 Bayview Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41890 N/A (State or other jurisdiction of incorporation) (Commission Fi

Bayview Acquisition Corp Announces Entry into a Merger Agreement with Oabay Inc., Creating a Publicly Traded Enterprise Trade Credit Digital Transformation Solutions Company

Exhibit 99.1 Bayview Acquisition Corp Announces Entry into a Merger Agreement with Oabay Inc., Creating a Publicly Traded Enterprise Trade Credit Digital Transformation Solutions Company - Oabay Inc. to receive US$300 million in equity of Oabay Holding Company - Combined company will have an implied initial enterprise value of approximately US$393 million. - Transaction anticipated to close in the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41890 BAYVIEW ACQUISITION

Bayview Acquisition Corp. Clawback Policy

Exhibit 97.1 Bayview acquisition corp Clawback Policy Bayview Acquisition Corp (the “Company”) will recover reasonably promptly the amount of erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any

Description of securities.

Exhibit 4.6 DESCRIPTION OF SECURITIES Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 200,000,000 ordinary shares, $0.0001 par value each and 2,000,000 undesignated preferred shares, $0.0001 par value each. The following description summarizes the material terms of our shares as set out more particularly in our memorandum and articles of asso

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2023 Commission File Number 001-41890 BAYVIEW ACQ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2023 Commission File Number 001-41890 BAYVIEW ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or Other Jurisdiction of Incorporation) (I.R.S. Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41890 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Bayview Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41890 N/A (State or other jurisdiction of incorporation) (Commission

BAYA / Bayview Acquisition Corp / BAYVIEW HOLDING LP Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Bayview Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G0223V1059 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the app

BAYA / Bayview Acquisition Corp / Vivaldi Asset Management, LLC Passive Investment

SC 13G 1 schedule13gbaya21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bayview Acquisition Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 07323B100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Che

BAYA / Bayview Acquisition Corp / Peace Investment Holdings Ltd Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Bayview Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G0223V1059 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the app

BAYA / Bayview Acquisition Corp / PROPPER KERRY Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Bayview Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) 07323B100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate

Other Events, Financial Statements and Exhibits

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 27, 2023 Bayview Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41890 N/A (State or other jurisdiction of incorporation) (Commissi

Bayview Acquisition Corp Announces the Separate Trading of its Ordinary Shares and Rights Commencing December 28, 2023

Exhibit 99.1 Bayview Acquisition Corp Announces the Separate Trading of its Ordinary Shares and 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

Other Events, Financial Statements and Exhibits

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 19, 2023 Bayview Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41890 N/A (State or other jurisdiction of incorporation) (Commissi

BAYVIEW ACQUISITION CORP INDEX TO THE FINANCIAL STATEMENT

Exhibit 99.1 BAYVIEW ACQUISITION CORP INDEX TO THE FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm (PCAOB #1195) F-2 Balance Sheet as of December 19, 2023 F-3 Notes to the Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Bayview Acquisition Corp Opinion on the Financial Statement We ha

Bayview Acquisition Corp Announces Pricing of Upsized $60 Million Initial Public Offering

Exhibit 99.1 Bayview Acquisition Corp Announces Pricing of Upsized $60 Million Initial Public Offering Cayman Islands – December 14, 2023 – Bayview Acquisition Corp (the “Company”) today announced the pricing of its upsized initial public offering of 6,000,000 units at a price of $10.00 per unit. The units will be listed on the Nasdaq Stock Market LLC (“Nasdaq”) and trade under the ticker symbol “

Underwriting Agreement, dated December 14, 2023, by and between the Company and Chardan Capital Markets, LLC, as representative of the underwriters.

Exhibit 1.1 6,000,000 Units Bayview Acquisition Corp UNDERWRITING AGREEMENT December 14, 2023 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Bayview Acquisition Corp, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Chardan Capi

BAYVIEW ACQUISITION CORP 6,000,000 Units

Prospectus Filed pursuant to Rule 424(b)(4) Registration No. 333-275649 Registration No. 333-276054 $60,000,000 BAYVIEW ACQUISITION CORP 6,000,000 Units Bayview Acquisition Corp is a newly incorporated blank check company incorporated as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar busin

Letter Agreement, dated December 14, 2023, by and among the Company, its executive officers, its directors, Bayview Holding LP and Peace Investment Holdings Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2023).

Exhibit 10.1 Execution Version December 14, 2023 Bayview Acquisition Corp 420 Lexington Ave Suite 2446 New York, NY 10170 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered int

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2023).

Exhibit 3.1 Companies Act (revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BAYVIEW ACQUISITION CORP Adopted by special resolution dated December 14, 2023 [504909.00001] Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Bayview Acquisition Corp Adopted by special resolution on December 14, 2023 1 The

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2023)

Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2023, by and between Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provid

Investment Management Trust Agreement, dated December 14, 2023, by and between the Company and Equiniti Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2023).

Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 14, 2023 by and between Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Equiniti Trust Company, LLC, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fil

Rights Agreement, dated December 14, 2023, by and between the Company and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2023).

Exhibit 4.1 Execution Version RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of December 14, 2023 between Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Equiniti Trust Company, LLC, a limited purpose trust company, as rights agent (the “Rights Agent”). WHEREAS, the Company has received a firm commitment from Bayview Holding LP, a Delaware lim

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

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 14, 2023 Bayview Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41890 N/A (State or other jurisdiction of incorporation) (Commissi

Unit Purchase Option, dated December 14, 2023, by and between the Company and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2023)

Exhibit 10.7 Execution Version THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DER

Bayview Acquisition Corp Announces Closing of Upsized $60 Million Initial Public Offering

Exhibit 99.2 Bayview Acquisition Corp Announces Closing of Upsized $60 Million Initial Public Offering Cayman Islands – December 19, 2023 – Bayview Acquisition Corp (the “Company”) today announced that it has closed its upsized initial public offering of 6,000,000 units at a price of $10.00 per unit. The units are listed on the Nasdaq Stock Market LLC (“Nasdaq”) and began trading under the ticker

Share Escrow Agreement, dated December 14, 2023, by and among the Company, Equiniti Trust Company and the initial shareholders party thereto ((incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2023).

Exhibit 10.5 Execution Version SECURITIES ESCROW AGREEMENT This Securities Escrow Agreement, dated as of December 14, 2023 (“Agreement”), by and among Bayview Acquisition Corp, a Cayman Islands exempted Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Equiniti Trust Company, LLC, a

Administrative Services Agreement, dated December 14, 2023, by and between the Company and TenX Global Capital, LP (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2023)

Exhibit 10.6 Execution Version Bayview Acquisition Corp 420 Lexington Ave Suite 2446 New York, NY 10170 December 14, 2023 TenX Global Capital, L.P. 420 Lexington Ave Suite 2446 New York, NY 10170 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Bayview Acquisition Corp (the “Company”) and TenX Global Capital, L.P. (“TenX”), dated a

Registration Rights Agreement, dated December 14, 2023, by and among the Company, Bayview Holding, LP and Peace Investment Holdings Limited (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2023)

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2023, is made and entered into by and among Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), Bayview Holding LP, a Delaware limited partnership, Peace Investment Holdings Limited, a British Virgin Islands company (the “Sponsors”) a

Private Placement Unit Purchase Agreement, dated December 14, 2023, by and between the Company, Bayview Holding LP and Peace Investment Holdings Limited (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2023).

Exhibit 10.4 Execution Version PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of December 14, 2023 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), Bayview Holding LP, a Delaware limited par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Bayview Acquisition Corp (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Bayview Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands N/A (State of incorporation or organization) (I.R.S. Employer Identification No.) 420 Lexington Ave,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Bayview Acquisition Corp (Exact name of Registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bayview Acquisition Corp (Exact name of Registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) Ba

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) BAYVIEW ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (3)(5) Fees to Be Paid Equity Units, each consisting of one ordinary share and one right(2)(3) 457 (a) 1,150,000 $ 10.

Bayview Acquisition Corp 420 Lexington Ave, Suite 2446 New York, NY 10170

Bayview Acquisition Corp 420 Lexington Ave, Suite 2446 New York, NY 10170 December 12, 2023 VIA EDGAR U.

December 12, 2023

December 12, 2023 Via Edgar Division of Corporation Finance Office of Real Estate and Construction U.

Form of Securities Escrow Agreement among the Registrant, American Stock Transfer & Trust Company and the Initial Shareholders.

Exhibit 10.11 SECURITIES ESCROW AGREEMENT This Securities Escrow Agreement, dated as of [ ], 2023 (“Agreement”), by and among Bayview Acquisition Corp, a Cayman Islands exempted Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and American Stock Transfer & Trust Company, a New York lim

Consent of Dajiang Guo

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Bayview Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Bayview Ac

Form of Compensation Committee Charter.

Exhibit 99.2 BAYVIEW ACQUISITION CORP COMPENSATION COMMITTEE CHARTER Effective [ ], 2023 I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Bayview Acquisition Corp (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and approving the compensation o

Consent of Guohan Li

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Bayview Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Bayview Ac

Securities Subscription Agreement, between the Registrant and the Sponsor dated February 23, 2023 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-275649) filed with the SEC on November 17, 2023).

Exhibit 10.5 Bayview Acquisition Corp 420 Lexington Ave Suite 2446 New York, NY 10170 Bayview Holding LP 420 Lexington Ave Suite 2446 New York, NY 10170 February 23, 2023 RE: Securities Subscription Agreement Ladies and Gentlemen: Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Bayview Holding LP, a Delaware limited

Promissory Note, dated February 23, 2023, issued to Bayview Holding LP.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-275649) filed with the SEC on November 17, 2023).

Exhibit 3.1 Assistant Registrar Dated 16 February 2023 Companies Act (Revised) Company Limited by Shares Bayview Acquisition Corp MEMORANDUM OF ASSOCIATION 1 Assistant Registrar Companies Act (Revised) Company Limited by Shares Memorandum of Association of Bayview Acquisition Corp 1 The name of the Company is Bayview Acquisition Corp. 2 The Company’s registered office will be situated at the offic

Form of Indemnity Agreement.

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2023, by and between Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with

Consent of David Bamper

Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Bayview Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Bayview Ac

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.8 Bayview Acquisition Corp 420 Lexington Ave Suite 2446 New York, NY 10170 [ ], 2023 TenX Global Capital, L.P. 420 Lexington Ave Suite 2446 New York, NY 10170 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Bayview Acquisition Corp (the “Company”) and TenX Global Capital, L.P. (“TenX”), dated as of the date hereof, will

Form of Letter Agreement among the Registrant and its founders.

Exhibit 10.2 [ ], 2023 Bayview Acquisition Corp 420 Lexington Ave Suite 2446 New York, NY 10170 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Bayview Acq

Code of Ethics (incorporated by reference to the Company Registration Statement on Form S-1 (File No. 333-275649) filed with the SEC on November 17, 2023)

Exhibit 14.1 BAYVIEW ACQUISITION CORP CODE OF ETHICS Effective [ ], 2023 I. INTRODUCTION The Board of Directors (the “Board”) of Bayview Acquisition Corp has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future) (each a “person,” as

Consent of Xin Wang

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Bayview Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Bayview Ac

Form of Unit Purchase Option between the Registrant and Chardan Capital Markets, LLC.

Exhibit 4.4 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CA

Form of Registration Rights Agreement among the Registrant and certain security holders.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), Bayview Holding LP, a Delaware limited partnership, Peace Investment Holdings Limited, a British Virgin Islands company (the “Sponsors”) and each of the undersigned

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 Companies Act (revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BAYVIEW ACQUISITION CORP Adopted by special resolution dated [ ], 2023 [504909.00001] Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Bayview Acquisition Corp Adopted by special resolution on [ ], 2023 1 The name of the Com

Form of Rights Agreement between American Stock Transfer & Trust Company and the Registrant.

Exhibit 4.5 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [ ], 2023 between Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, a limited purpose trust company, as rights agent (the “Rights Agent”). WHEREAS, the Company has received a firm commitment from Bayview Holding LP, a Delaware limited partnersh

Consent of John Devito

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Bayview Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Bayview Ac

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-275649) filed with the SEC on November 17, 2023).

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP BAYVIEW ACQUISITION CORP UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE RIGHT THIS CERTIFIES THAT is the owner of Units of Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), transferrable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly end

Form of Private Placement Units Purchase Agreement between the Registrant and the Sponsors.

Exhibit 10.6 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [], 2023 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), Bayview Holding LP, a Delaware limited partnership and Peace Investme

Form of Audit Committee Charter.

Exhibit 99.1 BAYVIEW ACQUISITION CORP AUDIT COMMITTEE CHARTER Effective [ ], 2023 I. PURPOSES The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Bayview Acquisition Corp (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and regulatory requirements

Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-275649) filed with the SEC on November 17, 2023).

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP BAYVIEW ACQUISITION CORP ORDINARY SHARES THIS CERTIFIES THAT is the owner of ordinary shares, par value $0.0001 per share (each, a “Ordinary Share”), of Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), transferable on the books of the Company in person or by duly authorized attorney upon surrender of

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) BAYVIEW ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (3)(5) Fees to Be Paid Equity Units, each consisting of one ordinary share and one right(2)(3) 457 (a) 5,750,000 $ 10.

Consent of Yuk Man Lau

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Bayview Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Bayview Ac

As filed with the U.S. Securities and Exchange Commission on November 17, 2023.

As filed with the U.S. Securities and Exchange Commission on November 17, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bayview Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorporation or Organiza

Form of Underwriting Agreement.

Exhibit 1.1 5,000,000 Units Bayview Acquisition Corp UNDERWRITING AGREEMENT [●], 2023 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Bayview Acquisition Corp, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Chardan Capital Mark

Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-275649) filed with the SEC on November 17, 2023).

Exhibit 4.3 NUMBER SPECIMEN RIGHTS CERTIFICATE BAYVIEW ACQUISITION CORP INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of one ordinary share, $0.0001 par value (the “Ordinary Share”), of Bayview Acquisition Cor

Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2023 by and between Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[ ]

WARRANT AGREEMENT

Exhibit 4.5 WARRANT AGREEMENT This agreement (“Agreement”) is made as of [ ], 2023 between Bayview Acquisition Corp, a Cayman Islands exempted company (“Company”), and American Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in a public offering (“Public Offerin

As submitted confidentially with the U.S. Securities and Exchange Commission on May 12, 2023. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly c

As submitted confidentially with the U.S. Securities and Exchange Commission on May 12, 2023. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION ST

* * * * * * *

May 12, 2023 VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction U.

As submitted confidentially with the U.S. Securities and Exchange Commission on March 22, 2023. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly

As submitted confidentially with the U.S. Securities and Exchange Commission on March 22, 2023. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE

WARRANT AGREEMENT

Exhibit 4.5 WARRANT AGREEMENT This agreement (“Agreement”) is made as of [ ], 2023 between Bayview Acquisition Corp, a Cayman Islands exempted company (“Company”), and American Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in a public offering (“Public Offerin