Bayview Acquisition CORP 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share BAYA The Nasdaq Stock Mar
• $50,000 — ing into the Trust Account a payment of $50,000 per extension until June 19, 2026. A to
• $11.53 — at a redemption price of approximately $11.53 per share, for an aggregate redemption
• $8,393,494.10 — gate redemption amount of approximately $8,393,494.10. Item 9.01 Financial Statements and E

Filing Documents

• form8-k.htm (8-K) — 59KB
• ex3-1.htm (EX-3.1) — 33KB
• 0001493152-25-027773.txt ( ) — 313KB
• baya-20251212.xsd (EX-101.SCH) — 4KB
• baya-20251212_def.xml (EX-101.DEF) — 27KB
• baya-20251212_lab.xml (EX-101.LAB) — 37KB
• baya-20251212_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): December 12, 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 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

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