false
--12-31
0001969475
0001969475
2025-12-12
2025-12-12
0001969475
BAYA:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember
2025-12-12
2025-12-12
0001969475
BAYA:OrdinarySharesParValue0.0001PerShareMember
2025-12-12
2025-12-12
0001969475
BAYA:RightsEachRightEntitlingHolderThereofToOnetenthOfOneOrdinaryShareMember
2025-12-12
2025-12-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 12, 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) |
|
(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
December 12, 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 December 19, 2025 (the “Termination Date”)
to June 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 June 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
June 19, 2026. A total of 3,428,927 of the Company’s ordinary shares (the “Ordinary Shares”) or approximately
98.92% of the Company’s outstanding shares as of November 17, 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 and further amended by special resolution passed on June 17, 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 |
| 2,521,560 |
|
907,392 |
|
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 June 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 June 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 |
| 2,521,560 |
|
907,392 |
|
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 727,970
Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $11.53 per share,
for an aggregate redemption amount of approximately $8,393,494.10.
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.
| Date:
December 15, 2025 |
Bayview
Acquisition Corp |
| |
|
|
| |
By: |
/s/
Xin Wang |
| |
Name: |
Xin
Wang |
| |
Title: |
Chief
Executive Officer and Director |
