Bayview Acquisition Corp Files Proxy Materials

TL;DR

Bayview Acquisition Corp just dropped more proxy docs, shareholders need to pay attention.

AI Summary

Bayview Acquisition Corp is filing definitive additional proxy materials related to a shareholder meeting. The filing is an amendment to a previous filing and does not require a fee. The company is incorporated in Delaware and its fiscal year ends on December 31st.

Why It Matters

This filing provides important information to shareholders regarding upcoming decisions and their voting rights, impacting corporate governance and future strategic directions.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing additional information to shareholders, not indicating any immediate financial distress or significant operational change.

Key Players & Entities

• Bayview Acquisition Corp (company) — Registrant
• 420 Lexington Ave, Suit 2446 (company) — Business Address
• New York (company) — Business Address City
• NY (company) — Business Address State
• 10170 (company) — Business Address Zip

FAQ

Key Financial Figures

• $40,000 — in the Definitive Proxy Statement from $40,000 to $125,000 and to reflect the Company&
• $125,000 — initive Proxy Statement from $40,000 to $125,000 and to reflect the Company’s waiv
• $100,000 — ticles of association to withdraw up to $100,000 of the interest earned on the funds hel
• $600,000 — plicable Business Combination deadline, $600,000 (or $0.10 per share) for each extension
• $0.10 — ness Combination deadline, $600,000 (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
• $5,000,001 — our net tangible assets to be less than $5,000,001, which condition may not be waived by t

Filing Documents

• formdefa14a.htm (DEFA14A) — 126KB
• 0001493152-24-036110.txt ( ) — 127KB

From the Filing

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a) Proxy Securities Exchange Act of 1934 (Amendment No.1) 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 Rule 14a-12 Bayview Acquisition Corp (Name of Registrant as Specified In Its Charter) N/A (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 14a-6(i)(1) and 0-11. EXPLANATORY NOTE Bayview Acquisition Corp (“Bayview,” the “Company,” “we,” “our,” or “us”) is filing these definitive additional proxy materials with respect to the definitive proxy statement filed by Bayview with the Securities and Exchange Commission (the “SEC”) on August 26, 2024 (the “Definitive Proxy Statement”), for the Extraordinary General Meeting of Shareholders scheduled for September 16, 2024 in order to increase the amount of the proposed monthly extension fee described in the Definitive Proxy Statement from $40,000 to $125,000 and to reflect the Company’s waiver of its right under its amended and restated memorandum and articles of association to withdraw up to $100,000 of the interest earned on the funds held in the trust account established in connection with the Company’s initial public offering (the “Trust Account”) to pay dissolution expenses in the event of the liquidation of the Trust Account. All other information in the Definitive Proxy Statement remains unchanged. The Company reaffirms that the proceeds held in the trust account are invested in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT The following disclosures should be read in conjunction with the disclosures contained in the Definitive Proxy Statement, which should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. The terms used below, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement. 2 SUPPLEMENT NO. 1, DATED SEPTEMBER 12, 2024 (TO THE DEFINITIVE PROXY STAEMENT OF BAYVIEW ACQUISITION CORP DATED AUGUST 26, 2024) SUPPLEMENT TO THE PROXY STATEMENT This supplement to the Definitive Proxy Statement (the “Supplement”), supplements, updates and amends the Definitive Proxy with the Definitive Proxy Statement, which should be read in its entirety. The fourth paragraph on the first page of the Letter to Shareholders is hereby amended and restated as follows: 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 ”) $125,000 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 The fourth paragraph on the second page of the Letter to Shareholders is hereby amended and restated as follows: Pursuant to the Existing Charter and the Trust Agreement, in order to avail ourselves of the three (3) additional three-month extension periods to consummate the Business Combination, our sponsors, Bayview Holding LP and Peace Investment Holdings Limited (the “ Sponsors ”) or their affiliates or designees, upon five days’ advance notice prior to the applicable Business Combination deadline, may, at their request, a

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View this DEFA14A filing on SEC EDGAR