Bayview Acquisition Corp Sets Shareholder Meeting Date

TL;DR

Bayview Acquisition Corp DEF 14A filed. Annual meeting Sept 16. No fee.

AI Summary

Bayview Acquisition Corp is holding its annual meeting of shareholders on September 16, 2024. The company, located at 420 Lexington Ave, Suite 2446, New York, NY 10170, is filing a definitive proxy statement (DEF 14A) to provide shareholders with information regarding the meeting and matters to be voted upon. The filing indicates no fee was required for this submission.

Why It Matters

This filing informs shareholders about the upcoming annual meeting, allowing them to participate in corporate governance by voting on important company matters.

Risk Assessment

Risk Level: low — This is a routine annual proxy filing with no immediate financial or operational news.

Key Players & Entities

• Bayview Acquisition Corp (company) — Registrant
• 420 Lexington Ave, Suite 2446, New York, NY 10170 (location) — Company Address
• September 16, 2024 (date) — Shareholder Meeting Date

FAQ

Key Financial Figures

• $40,000 — unt (the “ Trust Account ”) $40,000 for each monthly Extension (the “
• $5,000,001 — our net tangible assets to be less than $5,000,001, which condition may not be waived by t
• $500,000 — plicable Business Combination deadline, $500,000 (or $0.10 per share) for each extension
• $0.10 — ness Combination deadline, $500,000 (or $0.10 per share) for each extension. If the E
• $0.0001 — outstanding ordinary shares, par value $0.0001 per share (the “ Public Shares &r
• $10.32 — rice per Public Share was approximately $10.32 (which is expected to be the same appro
• $61,931,854 — t in the Trust Account of approximately $61,931,854 as of the Record Date (including intere
• $10.33 — Nasdaq ”) on the Record Date was $10.33. Accordingly, if the market price of th
• $0.01 — f Public Shares receiving approximately $0.01 less per share than if the Public Share
• $100,000 — ased to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses

Filing Documents

• formdef14a.htm (DEF 14A) — 1593KB
• formdef14a_001.jpg (GRAPHIC) — 4KB
• 0001493152-24-033887.txt ( ) — 1600KB

From the Filing

DEF 14A 1 formdef14a.htm UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 BAYVIEW ACQUISITION CORP (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 LETTER TO SHAREHOLDERS OF BAYVIEW ACQUISITION CORP 420 LEXINGTON AVE, SUITE 2446 NEW YORK, NY 10170 TO BE HELD ON September 16, 2024 Dear Bayview Acquisition Corp Shareholder: You are cordially invited to attend an extraordinary general meeting of Bayview Acquisition Corp, a Cayman Islands exempted company (the “ Company ,” “ Bayview ,” “ we ,” “ us ” or “ our ”), which will be held on September 16, 2024, at 9:30 a.m. Eastern Standard Time (the “ Extraordinary General Meeting ”) at the offices of Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live webcast at https://web.lumiconnect.com/233403612 password: bayview2024. The attached Notice of the Extraordinary General Meeting and accompanying Proxy Statement (the “ Proxy Statement ”) describe the business Bayview will conduct at the Extraordinary General Meeting and provide information about Bayview that you should consider when you vote your shares. As set forth in the attached Proxy Statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals: Proposal No. 1—Extension Amendment Proposal— A proposal, by special resolution, to amend and restate Bayview’s Amended and Restated Memorandum and Articles of Association, dated as of December 14, 2023 (the “ Existing Charter ”) by adopting Bayview’s Second Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the Proxy Statement (the “ Extension Amendment ”) which reflects the extension of the date by which the Company must consummate a Business Combination (the “ Combination Period ”) up to nine (9) times from September 19, 2024 (the “ Termination Date ”) to June 19, 2025, with all nine (9) extensions comprised of one month each (each an “ Extension ”) (i.e., for a period of time ending up to 18 months after the consummation of its initial public offering (the “ IPO ”)) for a total of nine (9) months after the Termination Date (assuming a Business Combination has not occurred). The end date of each Extension shall be referred to herein as the “ Extended Date .” We refer to this proposal as the “ Extension Amendment Proposal ”; Proposal No. 2—Trust Agreement Amendment Proposal —A proposal, by ordinary resolution to amend Bayview’s investment management trust agreement, dated as of December 14, 2023, (as amended, the “ Trust Agreement ”), by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (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 (the “ Trust Agreement Amendment ”) by providing five days’ advance notice to the Trustee prior to the applicable Termination Date and depositing into the trust account (the “ Trust Account ”) $40,000 for each monthly Extension (the “ Extension Payment ”) until June 19, 2025 (assuming a Business Combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a Business Combination (the “ Trust Agreement Amendment Proposal ”); and Proposal No. 3—Adjournment Proposal —A proposal, by ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension Amendment and Extension (the “ Adjournment Proposal ”). Each of the Extension Amendment Proposal

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View this DEF 14A filing on SEC EDGAR