Amendment: Bayview Acquisition Corp filed SEC Form 8-K: Creation of a Direct Financial Obligation, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
current report
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EXPLANATORY NOTE
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, 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 | Against | Abstentions | ||
| 2,521,560 | 907,392 | 0 |
Trust Agreement Amendment Proposal
To consider and vote upon a proposal, to amend the Company’s investment management trust agreement, dated as of December 14, 2023, by and between the Company and 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.
The Trust Agreement Amendment Proposal was approved. The voting results of the shares of the Ordinary Shares were as follows:
| For | Against | Abstentions | ||
| 2,521,560 | 907,392 | 0 |
The Adjournment 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 727,970 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $11.62 per share, for an aggregate redemption amount of approximately $8,459,011.4.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits | |
| 3.1 | Form of Amendment to the Second Amended and Restated Articles and Memorandum of Association | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document). |
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.
| Date: December 22, 2025 | Bayview Acquisition Corp | |
| By: | /s/ Xin Wang | |
| Name: | Xin Wang | |
| Title: | Chief Executive Officer and Director | |