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) | (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 | ||
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 September 16, 2024, 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 September 19, 2024 (the “Termination Date”) to June 19, 2025, with all nine (9) 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 nine (9) times, with all nine (9) extensions comprised of one month each from the Termination Date to June 19, 2025 by providing five days’ advance notice to the Trustee prior to the applicable Termination Date and depositing into the Trust Account $125,000 for each month in an Extension until June 19, 2025 (the “Trust Agreement Amendment Proposal”). A total of 6,292,615 of the Company’s ordinary shares (the “Ordinary Shares”) or 81.38% of the Company’s outstanding shares as of August 19, 2024, 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 and restate the Company’s Amended and Restated Memorandum and Articles of Association, dated as of December 14, 2023, by adopting 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 nine (9) times from the Termination Date to June 19, 2025, with all nine (9) 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 | ||
| 5,262,297 | 1,030,318 | 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 allow the Company to extend the Termination Date up to nine (9) times, with all nine (9) extensions comprised of one month each from the Termination Date to June 19, 2025 by providing five days’ advance notice to the Trustee prior to the applicable Termination Date and depositing into the Trust Account $125,000 for each month in an Extension until June 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 | ||
| 5,262,297 | 1,030,318 | 0 |
| 2/4 |
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 2,290,989 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $10.39 per share, for an aggregate redemption amount of approximately $23,803,376.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document). |
| 3/4 |
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: September 18, 2024 | By: | /s/ Xin Wang |
| Name: | Xin Wang | |
| Title: | Chief Executive Officer and Director |
| 4/4 |
