BAYA Bayview Acquisition Corp - 8-K

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
May 28, 2026, Bayview Acquisition Corp (the “ Company ”) held an extraordinary general meeting of shareholders
(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, 2026 (the “ Termination
Date ”) to December 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 December 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 December 19, 2026. A total of 2,291,094 of the Company’s ordinary shares (the “ Ordinary
Shares ”) or approximately 83.67% of the Company’s outstanding shares as of May 4, 2026, 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 resolutions passed on June 17, 2025 and December 12, 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

2,291,094

0

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 December 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 December 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

2,291,094

0

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, ten holders of
124,156 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $12.03
per share, for an aggregate redemption amount of approximately $1,493,596.68.

Item
7.01 Regulation FD Disclosure.

On
June 3, 2026, the Company issued a press release (the “ Press Release ”) announcing the results of the Extraordinary
General Meeting, including approval of the extension and related limited redemptions. A copy of the Press Release is attached as Exhibit
99.1 and is incorporated herein by reference.

The
information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, (the “ Exchange Act ”) or otherwise subject to the liabilities of that section,
and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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

99.1

Press Release, dated June 3, 2026

104

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