Bayview Acquisition Corp Files 8-K

TL;DR

Bayview Acquisition Corp filed an 8-K on 6/7/24. All standard corporate info.

AI Summary

Bayview Acquisition Corp filed an 8-K on June 7, 2024, reporting on its current status. The filing details its incorporation in the Cayman Islands and provides its business and mailing address in New York, NY. It also lists its SEC file number as 001-41890.

Why It Matters

This 8-K filing provides essential corporate information and updates for Bayview Acquisition Corp, which is relevant for investors and stakeholders tracking the company's regulatory compliance.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not contain information that inherently increases risk.

Key Numbers

• 20240607 — Report Date (Date of the 8-K filing)

Key Players & Entities

• Bayview Acquisition Corp (company) — Registrant
• Cayman Islands (jurisdiction) — State of incorporation
• New York, NY (location) — Business and mailing address
• 001-41890 (filing_id) — SEC file number

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share BAYA The Nasdaq Stock Mar

Filing Documents

• form8-k.htm (8-K) — 60KB
• ex99-1.htm (EX-99.1) — 30KB
• 0001493152-24-023165.txt ( ) — 323KB
• bayau-20240607.xsd (EX-101.SCH) — 4KB
• bayau-20240607_def.xml (EX-101.DEF) — 27KB
• bayau-20240607_lab.xml (EX-101.LAB) — 37KB
• bayau-20240607_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

UNITED 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 7, 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) (IRS Employer Identification No.) 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) Securities registered pursuant to Section 12(b) of the Act: 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 Act: 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 7.01. Regulation FD Disclosure. On June 7, 2024, Bayview Acquisition Corp, a Cayman Islands exempted company limited by shares ("SPAC" or the "Company"), issued a press release announcing the execution of an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Oabay Holding Company, a Cayman Islands exempted company limited by shares ("PubCo"), Oabay Inc., a Cayman Islands exempted company limited by shares ("Oabay"), Bayview Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo ("Merger Sub 1"), Bayview Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo ("Merger Sub 2"), Oabay Merger Sub Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo ("Merger Sub 3"), BLAFC Limited, a business company limited by shares in the British Virgin Islands, Bayview Holding LP, a Delaware limited partnership, and Peace Investment Holdings Limited, a Delaware limited partnership, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, (i) SPAC will merge with and into Merger Sub 1, with SPAC surviving the merger in accordance with the Companies Act (As Revised) of the Cayman Islands (the "Act") (the "First SPAC Merger"), (ii) immediately following the First SPAC Merger, SPAC will merge with and into Merger Sub 2, with Merger Sub 2 surviving the Merger in accordance with the Act (the "Second SPAC Merger" and together with the First SPAC Merger, the "Initial Mergers"), and (iii) following the Initial Mergers, Merger Sub 3 will merge with and into Oabay, with Oabay being the surviving entity and becoming a wholly-owned subsidiary of PubCo in accordance with the Act (the transactions contemplated by the Merger Agreement, the "Business Combination"). A copy of the press release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 attached hereto 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. Important Information About the Business Combination and Where to Find It In connection with the proposed Business Combination, the Company intends to file a preliminary proxy statement and a definitive proxy statement with the SEC. The Company's shareholders a

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