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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): May 28, 2026
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.
The
disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On
May 28, 2026, Bayview Acquisition Corp (the “Company”) held an extraordinary general meeting of shareholders
(the “Extraordinary General Meeting”) virtually and in person, solely with respect to voting on (i) the proposal
to extend the date by which the Company must complete its initial business combination from June 19, 2026 (the “Termination
Date”) to December 19, 2026, with all six extensions comprised of one month each (each an “Extension”)
(the “Extension Amendment Proposal”) and (ii) the proposal to amend the Company’s investment management
trust agreement, dated December 14, 2023 by and between the Company and Equiniti Trust Company, LLC (the “Trustee”)
to allow the Company to extend the Termination Date up to six times from the Termination Date to December 19, 2026 with all six extensions
comprised of one month each by providing five days’ advance notice to the Trustee and depositing into the Trust Account a payment
of $50,000 per extension until December 19, 2026. A total of 2,291,094 of the Company’s ordinary shares (the “Ordinary
Shares”) or approximately 83.67% of the Company’s outstanding shares as of May 4, 2026, the record date for the Extraordinary
General Meeting, were represented virtually or by proxy at the Extraordinary General Meeting.
The
following is a brief description of the final voting results for each of the proposals submitted to a vote of the shareholders at the
Extraordinary General Meeting.
Extension
Amendment Proposal
To
consider and vote upon a proposal, by special resolution, to amend the Company’s Second Amended and Restated Memorandum and Articles
of Association, dated as of September 16, 2024 and further amended by special resolutions passed on June 17, 2025 and December 12, 2025,
by adopting an amendment to the Company’s Second Amended and Restated Memorandum and Articles of Association which reflects the
extension of the date by which the Company must consummate a business combination up to six times from the Termination Date with all
six Extensions comprised of one month each.
The
Extension Amendment Proposal was approved. The voting results of the shares of the Ordinary Shares were as follows:
| For | | |
Against | | |
Abstentions | |
| | 2,291,094 | | |
| 0 | | |
| 0 | |
Trust
Agreement Amendment Proposal
To
consider and vote upon a proposal, to amend the Company’s investment management trust agreement, dated as of December 14, 2023,
by and between the Company and the Trustee to allow the Company to extend the Termination Date up to six times from the Termination Date
to December 19, 2026, with all six extensions comprised of one month each by providing five days’ advance notice to the Trustee
and depositing into the Trust Account a payment of $50,000 per Extension until December 19, 2026.
The
Trust Agreement Amendment Proposal was approved. The voting results of the shares of the Ordinary Shares were as follows:
| For | | |
Against | | |
Abstentions | |
| | 2,291,094 | | |
| 0 | | |
| 0 | |
The
Adjournment Proposal
To
consider and vote upon a proposal, by ordinary resolution, to direct the chairman of the Extraordinary General Meeting to adjourn the
Extraordinary General Meeting to a later date or dates, if necessary or convenient, either (x) to permit further solicitation and vote
of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment
Proposal and the Trust Agreement Amendment Proposal or (y) if our board of directors determines before the Extraordinary General Meeting
that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.
The
Adjournment Proposal was not acted upon at the Extraordinary General Meeting.
Redemptions
In
connection with the vote to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, ten holders of
124,156 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $12.03
per share, for an aggregate redemption amount of approximately $1,493,596.68.
Item
7.01 Regulation FD Disclosure.
On
June 3, 2026, the Company issued a press release (the “Press Release”) announcing the results of the Extraordinary
General Meeting, including approval of the extension and related limited redemptions. A copy of the Press Release is attached as Exhibit
99.1 and is incorporated herein by reference.
The
information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section,
and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit
No. |
|
Description
of Exhibits |
| |
|
|
| 3.1 |
|
Form of Amendment to the Second Amended and Restated Articles and Memorandum of Association |
| |
|
|
| 99.1 |
|
Press Release, dated June 3, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL Document). |
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.
| Date:
June 3, 2026 |
Bayview
Acquisition Corp |
| |
|
|
| |
By: |
/s/
Xin Wang |
| |
Name: |
Xin
Wang |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Bayview
Acquisition Corp Announces Shareholder Approval of Extension and Minimal Redemptions at Extraordinary General Meeting
New
York, NY, June 3, 2026 (GLOBE NEWSWIRE) — Bayview Acquisition Corp (NASDAQ: BAYA, BAYAU, and BAYAR) (the “Company”)
announced that, at its extraordinary general meeting of shareholders held on May 28, 2026 (the “Meeting”), its shareholders
approved the proposals to extend the deadline by which the Company must complete its initial business combination, and that redemptions
in connection with the vote were limited.
At
the Meeting, holders of 2,291,094 ordinary shares — approximately 83.67% of the Company’s outstanding shares as of the May
4, 2026 record date — were represented virtually or by proxy. Both (i) the proposal to extend the date by which the Company must
complete its initial business combination from June 19, 2026 to December 19, 2026, with all six extensions comprised of one month each
and (ii) the proposal to amend the Company’s investment management trust agreement, dated December 14, 2023 by and between the
Company and Equiniti Trust Company, LLC to allow the Company to extend the date by which it must consummate an initial business combination
from June 19, 2026 by up to six one-month extensions, to as late as December 19, 2026, with a deposit of $50,000 into the Company’s
trust account for each one-month extension.
In
connection with the vote, ten (10) holders of only 124,156 ordinary shares, representing less than 5% of total shares outstanding,
exercised their right to redeem their shares for cash, at a redemption price of approximately $12.03 per share, for an aggregate redemption
amount of approximately $1.49 million.
“We
appreciate the strong support our shareholders showed for the extension, and the low level of redemptions reflects their continued confidence
in Bayview as we work toward an initial business combination with Oabay Inc.,” said Xin Wang, Chief Executive Officer of Bayview.
“We remain focused on completing a transaction that delivers value to our shareholders.”
About
Bayview 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 the company is not limited to a particular
industry or geographic region in its identification and acquisition of a target company, the company has focused its search on businesses
throughout Asia.
About
Oabay Inc.
Oabay
Inc. (“Oabay”) provides trade credit digital transformation solutions that primarily consist of two types of services: supply
chain finance cloud services and trade credit management cloud services. Leveraging and building upon its experience in accounts receivable
factoring and enterprise credit digitalization for small-to-medium-sized enterprises, Oabay offers supply chain financing to critically
and strategically positioned companies, and optimizes the process to produce credit assets within supply chains for financial institutions
and other companies with improved efficiency and savings. Oabay has more than ten years of operating history and is a pioneer in the
Chinese trade credit technology solutions industry.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These forward-looking statements include, but are not limited to, statements regarding the Company’s
ability to complete its business combination with Oabay. These statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
For
investor and media inquiries, please contact:
Bayview
Acquisition Corp
Xin Wang, CEO
Email: xwang@bayviewspac.com
Tel.:
203-998-5540
