8-K

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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

Dateof Report (Date of earliest event reported): June 17, 2025

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BayviewAcquisition Corp

(Exactname of registrant as specified in its charter)

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Cayman Islands	001-41890	N/A 00-0000000
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification Number)

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420Lexington Ave, Suite 2446

NewYork, NY 10170

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code ### (347) ### 627-0058

NotApplicable

(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title<br> of each class	Trading<br> Symbol(s)	Name<br>of each exchange on which registered
Units, each consisting of one ordinary share and one right	BAYAU	The<br> Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share	BAYA	The<br> Nasdaq Stock Market LLC
Rights, each right entitling the holder thereof to one-tenth of one ordinary share	BAYAR	The<br> 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 ☐

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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 June 17, 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 June 19, 2025 (the “Termination Date”) up to six times to December 19, 2025, 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 (i) allow the Company to extend the Termination Date up to six times from the Termination Date to December 19, 2025 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 $100,000 per extension until December 19, 2025 and (ii) allow the Trustee to liquidate the Trust Account if the Extension Payment is not deposited on time after the expiration of a 30-day cure period (the “Trust Agreement Amendment Proposal”). A total of 5,172,470 of the Company’s ordinary shares (the “Ordinary Shares”) or approximately 95% of the Company’s outstanding shares as of May 9, 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.

ExtensionAmendment 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, 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	Against	Abstentions
4,585,968	586,502	0

TrustAgreement 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 (i) allow the Company to extend the Termination Date up to six times from the Termination Date to December 19, 2025, 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 $100,000 per Extension until December 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
4,585,968	586,502	0

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TheAdjournment 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 1,975,249 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $11.05 per share, for an aggregate redemption amount of approximately $21,826,501.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit<br> No.	Description<br> of Exhibits
3.1	Form of Amendment to the Second Amended and Restated Articles and Memorandum of Association
104	Cover<br> Page Interactive Data File (embedded within the inline XBRL Document).

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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<br> Acquisition Corp
Date:<br> June 18, 2024	By:	/s/ Xin Wang
	Name:	Xin<br> Wang
	Title:	Chief<br> Executive Officer and Director

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Exhibit3.1

Resolved as a special resolution, that the following articles of Bayview’s Second Amended and Restated Memorandum and Articles of Association adopted by special resolution passed on September 16, 2024 (the “Existing Charter”) be amended as follow with immediate effect:

(i)	Article<br> 37.8 of the Existing Charter be deleted in its entirety and replaced as follows:
“37.8	The Company has until June 19, 2025 (the Termination Date) to consummate a Business Combination, provided however that if the Board of Directors anticipates that the Company may not be able to consummate a Business Combination by the Termination Date, the Company may, by Resolution of Directors, at the request of the Sponsors, extend the period of time to consummate a Business Combination up to six (6) times, each by an additional (1) one month (for a total of up to six (6) months after the Termination Date to complete a Business Combination), subject to the Sponsors depositing additional funds into the Trust Account upon five days’ advance notice prior to the applicable deadline in accordance with terms as set out in the Trust Agreement and referred to in the Registration Statement. In the event that the Company does not consummate a Business Combination by the Termination Date (or six (6) months after the Termination Date, subject in the latter case to valid extensions having been made in each case) or such later time as the Members of the Company may approve in accordance with these Articles, the Company shall:
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(a)	cease all operations except for the purpose of winding up;
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(b)	as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any, divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
(c)	as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the directors, dissolve and liquidate, subject in each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in this Article with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.”
(ii)	Article<br> 37.9 of the Existing Charter be deleted in its entirety and replaced as follows:
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“37.9		In<br> the event that any amendment is made to these Articles:
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	(a)	that would modify the substance or timing of the Company’s obligation to provide holders of Public Shares the right to:
		(i)	have their shares redeemed or repurchased in connection with a Business Combination pursuant to Articles 37.2(b) or 37.6; or
		(ii)	redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination by the Termination Date (or six (6) months after the Termination Date pursuant to Article 37.8 (subject in the latter case to valid extensions having been made in each case); or
	(b)	with respect to any other provision relating to the rights of holders of Public Shares,
		each holder of Public Shares who is not a Founder, Officer or director shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment (an Amendment Redemption) at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, if any, divided by the number of Public Shares then in issue.”

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| --- | | (iii) | Article<br> 37.11 of the Existing Charter be deleted in its entirety and replaced as follows: | | --- | --- | | “37.11 | | After the issue of Public Shares (including pursuant to the Over-Allotment Option), and prior to the consummation of a Business Combination, the directors shall not issue additional Shares or any other securities that would entitle the holders thereof to: | | | | --- | --- | --- | --- | --- | | | (a) | receive funds from the Trust Account; or | | | | | (b) | vote as a class with the Public Shares: | | | | | | (i) | on a Business Combination or on any other proposal presented to Members prior to or in connection with the completion of a Business Combination; or | | | | | (ii) | to approve an amendment to these Articles to: | | | | | | (A) | extend the time the Company has to consummate a Business Combination beyond the Termination Date or six (6) months after the Termination Date pursuant to Article 37.8 (subject in the latter case to valid extensions having been made in each case); or | | | | | (B) | amend the foregoing provisions of these Articles, unless (in connection with any such amendment), each holder of Public Shares who is not a Founder, Officer or director shall be provided with the opportunity to redeem their Public Shares in accordance with these Articles.” |

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