Bayview Acquisition Corp received a joint Schedule 13G/A disclosing that several First Trust entities hold small, non-controlling stakes in the company's Ordinary Shares (CUSIP 07323B100). As of June 30, 2025, First Trust Merger Arbitrage Fund (VARBX) reported ownership of 122,924 shares (1.59%), while First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC collectively reported 128,340 shares (1.66%). The filings state these shares are held in the ordinary course of business, with sole voting and dispositive power reported for the stated amounts and no shared voting or dispositive power. The filers affirm the positions were not acquired to influence control of the issuer.
Positive
Clear, itemized disclosure of ownership by entity, including exact share counts and percentages
Sole voting and dispositive power reported for the stated shares, clarifying who directs votes and dispositions
Negative
None.
Insights
TL;DR: First Trust entities disclosed modest, non-controlling stakes (about 1.6%) and sole voting/dispositive power; not material to control.
The Schedule 13G/A shows routine institutional reporting rather than an activist accumulation. Holdings are below 5% for each reporting grouping, which under SEC rules is consistent with passive investment intent. The clear statement of sole voting and dispositive power indicates control over trading decisions for these positions, but the disclosed percentages are small relative to a typical public float, so market or governance impact is likely minimal.
TL;DR: Disclosure is complete for the positions reported and affirms no intent to change issuer control.
The joint filing identifies the reporting relationships among an investment fund, its adviser, and related control entities, and attaches a joint filing agreement. It explicitly states the holdings are held in the ordinary course and not to influence control, which aligns with Schedule 13G treatment. From a governance perspective, these holdings do not trigger enhanced disclosure or control concerns given the sub-5% stakes.
FAQ
What stake did First Trust report in Bayview Acquisition Corp (BAYAU)?
As of 06/30/2025, First Trust Merger Arbitrage Fund reported 122,924 shares (1.59%), and First Trust Capital Management/FTCS/Sub GP collectively reported 128,340 shares (1.66%).
Does the filing indicate an intent to influence control of BAYAU?
No. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
Who has voting and dispositive power over the reported BAYAU shares?
The filers report sole voting power and sole dispositive power for the amounts reported (VARBX: 122,924; FTCM/FTCS/Sub GP: 128,340) and no shared power.
When was this Schedule 13G/A signed and by whom?
Signatures are dated 08/14/2025. VARBX signed by Joy Ausili; FTCM, FTCS and Sub GP signed by Chad Eisenberg.
What class of Bayview securities is covered by the filing?
The filing covers Ordinary Shares, par value $0.0001 of Bayview Acquisition Corp, CUSIP 07323B100.
Are the First Trust entities acting as investment advisers or as investment companies?
VARBX is an investment company (series of Investment Managers Series Trust II); FTCM is an investment adviser; FTCS and Sub GP are control persons of FTCM.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Bayview Acquisition Corp
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")
(Title of Class of Securities)
07323B100
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
07323B100
1
Names of Reporting Persons
First Trust Merger Arbitrage Fund
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
122,924.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
122,924.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
122,924.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.59 %
12
Type of Reporting Person (See Instructions)
IV
SCHEDULE 13G
CUSIP No.
07323B100
1
Names of Reporting Persons
First Trust Capital Management L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
128,340.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
128,340.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
128,340.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.66 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
07323B100
1
Names of Reporting Persons
First Trust Capital Solutions L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
128,340.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
128,340.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
128,340.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.66 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
07323B100
1
Names of Reporting Persons
FTCS Sub GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
128,340.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
128,340.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
128,340.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.66 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Bayview Acquisition Corp
(b)
Address of issuer's principal executive offices:
420 LEXINGTON AVE, SUIT 2446, NEW YORK, NY, 10170
Item 2.
(a)
Name of person filing:
This Schedule 13G/A is being filed jointly by First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP").
(1) VARBX, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940.
(2) FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX and (ii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts").
(3) FTCS, a Delaware limited partnership and control person of FTCM.
(4) Sub GP, a Delaware limited liability company and control person of FTCM.
Each of the persons identified herein is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto.
(b)
Address or principal business office or, if none, residence:
The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.
(c)
Citizenship:
United States
(d)
Title of class of securities:
Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")
(e)
CUSIP No.:
07323B100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of Bayview Acquisition Corp (the "Issuer")) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer's Ordinary Shares held in the Client Accounts. As of June 30, 2025 VARBX owned 122,924 shares of the outstanding Ordinary Shares of the Issuer FTCM, FTCS and Sub GP collectively owned 128,340 shares of the outstanding Ordinary Shares of the Issuer.
FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G/A. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary Shares of the Issuer for their own accounts.
(b)
Percent of class:
VARBX: 1.59%
FTCM, FTCS and Sub GP: 1.66%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
VARBX: 122,924
FTCM, FTCS and Sub GP: 128,340
(ii) Shared power to vote or to direct the vote:
VARBX: 0
FTCM, FTCS and Sub GP: 0
(iii) Sole power to dispose or to direct the disposition of:
VARBX: 122,924
FTCM, FTCS and Sub GP: 128,340
(iv) Shared power to dispose or to direct the disposition of:
VARBX: 0
FTCM, FTCS and Sub GP: 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 2.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
