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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): 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) |
|
(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 June 17, 2025, Bayview Acquisition Corp (the “Company”)
held an extraordinary general meeting (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, 2025 (the “Termination Date”) up to six times to December 19, 2025, 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 (i) allow the Company to extend the Termination Date up to six times
from the Termination Date to December 19, 2025 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 $100,000 per extension until December 19, 2025 and (ii) allow
the Trustee to liquidate the Trust Account if the Extension Payment is not deposited on time after the expiration of a 30-day cure period
(the “Trust Agreement Amendment Proposal”). A total of 5,172,470 of the Company’s ordinary shares (the
“Ordinary Shares”) or approximately 95% of the Company’s outstanding shares as of May 9, 2025, 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, 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 |
| 4,585,968 |
|
586,502 |
|
0 |
Trust
Agreement Amendment Proposal
To consider and vote upon a proposal, by ordinary resolution to amend the
Company’s investment management trust agreement, dated as of December 14, 2023, by and between the Company and the Trustee to (i)
allow the Company to extend the Termination Date up to six times from the Termination Date to December 19, 2025, 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 $100,000 per Extension until December 19, 2025.
The
Trust Agreement Amendment Proposal was approved. The voting results of the shares of the Ordinary Shares were as follows:
| For |
|
Against |
|
Abstentions |
| 4,585,968 |
|
586,502 |
|
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, the holders of 1,975,249 Ordinary Shares properly exercised their rights to redeem their shares
for cash at a redemption price of approximately $11.05 per share, for an aggregate redemption amount of approximately $21,826,501.
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 |
| |
|
|
| 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.
| |
Bayview
Acquisition Corp |
| |
|
|
| Date:
June 18, 2024 |
By: |
/s/
Xin Wang
|
| |
Name: |
Xin
Wang
|
|
Title: |
Chief
Executive Officer and Director
|
