{"url_path":"/sec/bayau/proxy/2026-05-11/000149315226022286","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-05-11","source_url":"https://www.sec.gov/Archives/edgar/data/1969475/0001493152-26-022286-index.html","accession_number":"0001493152-26-022286","cik":"0001969475","ticker":"BAYA","issuer_name":"Bayview Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1969475/0001493152-26-022286-index.html","primary_entity_key":"0001969475","primary_entity_name":"Bayview Acquisition Corp"},"word_count":36193,"has_tables":true,"body_markdown":"DEF 14A\n1\nformdef14a.htm\nDEF 14A\n\n**UNITED\nSTATES**\n\n**SECURITIES\nAND EXCHANGE COMMISSION**\n\n**WASHINGTON,\nD.C. 20549**\n\n**SCHEDULE\n14A**\n\n**PROXY\nSTATEMENT PURSUANT TO SECTION 14(A)**\n\n**OF\nTHE SECURITIES EXCHANGE ACT OF 1934**\n\nFiled\nby the Registrant ☒\nFiled\nby a Party other than the Registrant ☐\n\nCheck\nthe appropriate box:\n\n☐\nPreliminary\nProxy Statement\n\n☐\nConfidential,\nfor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n☒\nDefinitive\nProxy Statement\n\n☐\nDefinitive\nAdditional Materials\n\n☐\nSoliciting\nMaterial under §240.14a-12\n\n**BAYVIEW\nACQUISITION CORP**\n\n**(Name\nof Registrant as Specified In Its Charter)**\n\n**(Name\nof Person(s) Filing Proxy Statement, if other than the Registrant)**\n\nPayment\nof Filing Fee (Check the appropriate box):\n\n☒\nNo\nfee required.\n\n☐\nFee\npaid previously with preliminary materials.\n\n☐\nFee\ncomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11\n\n**LETTER\nTO SHAREHOLDERS OF BAYVIEW ACQUISITION CORP**\n\n**420\nLEXINGTON AVE, SUITE 2446**\n\n**NEW\nYORK, NY 10170**\n\n**TO\nBE HELD ON MAY 28, 2026**\n\nDear\nBayview Acquisition Corp Shareholders:\n\nYou\nare cordially invited to attend an extraordinary general meeting of Bayview Acquisition Corp, a Cayman Islands exempted company (the\n“*Company*,” “*Bayview*,” “*we*,” “*us*” or “*our*”),\nwhich will be held on May 28, 2026, at 9:30 a.m. Eastern Standard Time (the “*Extraordinary General Meeting*”) at the\noffices of Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live\nwebcast at https://edge.media-server.com/mmc/p/xuosu8xk, password: bayview2026.\n\nThe\nattached Notice of the Extraordinary General Meeting and accompanying Proxy Statement (the “*Proxy Statement*”) describe\nthe business Bayview will conduct at the Extraordinary General Meeting and provide information about Bayview that you should consider\nwhen you vote your shares. As set forth in the attached Proxy Statement, the Extraordinary General Meeting will be held for the purpose\nof considering and voting on the following proposals:\n\n*Proposal\nNo. 1—Extension Amendment Proposal—*A proposal, by special resolution, to further amend certain articles of Bayview’s\nSecond Amended and Restated Memorandum and Articles of Association as adopted by special resolution passed on September 16, 2024 and\nsubsequently amended by special resolutions passed on June 17, 2025 and December 12, 2025 (the “*Existing Charter*”)\nto reflect the extended deadline by which the Company must consummate a Business Combination (as defined in the Existing Charter) from\nJune 19, 2026 to December 19, 2026 (i.e., thirty-six (36) months after the consummation of Bayview’s initial public offering (the\n“*IPO*”) (the “*Extension Amendment*”)). We refer to this proposal as the “*Extension Amendment\nProposal*”;\n\n*Proposal\nNo. 2—Trust Agreement Amendment Proposal*—A proposal, by ordinary resolution, to further amend Bayview’s investment\nmanagement trust agreement, dated as of December 14, 2023 (as amended, the “*Trust Agreement*”), by and between the\nCompany and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “*Trustee*”), to allow\nthe Company to extend the Termination Date up to six (6) times, with all six (6) extensions comprised of one month each from the Termination\nDate to December 19, 2026 (the “*Trust Agreement Amendment*”) by providing five days’ advance notice to the Trustee\nprior to the applicable Termination Date and depositing into the trust account (the “*Trust Account*”) $50,000 for each\nmonthly Extension (as defined below) (the “*Extension Payment*”) until December 19, 2026 (assuming a Business Combination\nhas not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a Business Combination\n(the “*Trust Agreement Amendment Proposal*”); and\n\n*Proposal\nNo. 3—Adjournment Proposal*—A proposal, by ordinary resolution, to adjourn the Extraordinary General Meeting to a later\ndate or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the\nExtraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment\nProposal (the “*Adjournment Proposal*”).\n\nEach\nof the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the\nProxy Statement. Please take the time to read carefully each of the proposals in the Proxy Statement before you vote. Approval of the\nExtension Amendment Proposal and Trust Agreement Amendment Proposal is a condition to the implementation of extension of the deadline\nby which the Company must consummate a Business Combination pursuant to the Existing Charter and the Trust Agreement (the “*Extension*”).\nIn addition, pursuant to the Existing Charter, Bayview may not redeem Public Shares (as defined in the Existing Charter) in an amount\nthat would cause our net tangible assets (after payment of the deferred underwriting commissions) to be less than $5,000,001, which condition\nmay not be waived by the Board. **Notwithstanding the foregoing, even if the Extension Amendment Proposal and the Trust Agreement Amendment\nProposal are approved, Bayview may nevertheless choose to liquidate on the**June 19, 2026 (the “**Termination Date**”)**.**\n\nThe\npurpose of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is to allow Bayview additional time to complete\nan initial business combination (a “*Business Combination*”). Additionally, the purpose of the Extension Amendment Proposal\nis to simultaneously (i) provide those Bayview shareholders who do not wish to extend the Termination Date with the opportunity to exercise\ntheir redemption rights earlier than they would if Bayview liquidated on the Termination Date and (ii) allow those Bayview shareholders\nwho wish for Bayview to continue its search for a Business Combination to remain shareholders.\n\nCurrently,\nthe Company has until June 19, 2026, the Termination Date upon all extensions of the Termination Date validly made in accordance with\nthe Existing Charter, to consummate a Business Combination. The Board has determined that it is in the best interests of Bayview and\nits shareholders as a whole to effectuate the Extension and have Bayview shareholders approve the Extension Amendment Proposal and the\nTrust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination. The Board believes that the current\nTermination Date will not provide sufficient time to complete a Business Combination. Given Bayview’s commitment of time, effort\nand financial resources to date with respect to identifying a Business Combination target, circumstances warrant providing shareholders\nwith additional time and opportunity to consider a prospective Business Combination. However, even if the Extension Amendment Proposal\nand Trust Agreement Amendment Proposal are approved and the Extension is implemented, there is no assurance that Bayview will be able\nto consummate a Business Combination by June 19, 2026, or December 19, 2026, if validly extended in accordance with the Existing Charter\nas amended by the Extension Amendment, given the actions that must occur prior to closing of a Business Combination.\n\nPursuant\nto the Existing Charter and the Trust Agreement, we have up until the Termination Date, upon all extensions validly made in accordance\nwith the Existing Charter, to complete a Business Combination. If the Extension Amendment Proposal is approved, we may, by resolution\nof directors, at the request of our Sponsors (as defined in the Existing Charter), extend the date by which the Company must consummate\na Business Combination up to six (6) times, each by an additional one (1) month (for a total of up to six (6) months after June 19, 2026)\nto complete a Business Combination) until December 19, 2026, subject to the Sponsors, upon five days’ advance notice prior to the\napplicable deadline in accordance with the terms set out in the Trust Agreement and referred to in the Registration Statement (as defined\nin the Existing Charter), depositing additional funds into the Trust Account in an Extension. In the event that our Sponsors elects to\nextend the time to complete a Business Combination, pay the Extension Payment, and deposit the Extension Payment into the Trust Account,\nthe Sponsors will receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment, which amount\nwill not be repaid in the event that we are unable to close a Business Combination unless there are funds available outside the Trust\nAccount to do so. In the event that we receive notice from our Sponsors five days prior to the applicable Business Combination deadline\nof its wish for us to effect an Extension, we intend to issue a press release announcing such Extension at least three days prior to\nthe applicable Business Combination deadline. Our Sponsors and its affiliates or designees are not obligated to fund the Trust Account\nto extend the time for us to complete our Business Combination. To the extent that some, but not all, of our Sponsors’ affiliates\nor designees, decide to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the\nentire amount required. If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible\nbut not more than 10 business days thereafter, redeem 100% of our outstanding ordinary shares, par value $0.0001 per share (the “*Public\nShares*” or “*Ordinary Shares*”) for a pro rata portion of the funds held in the Trust Account, including a\npro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, and\nthen seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which\nmay take priority over the claims of our Public Shareholders. In the event of our dissolution and liquidation, the rights will expire\nand be worthless.\n\nAs\ncontemplated by the Existing Charter, in the event that any amendment is made to the Existing Charter to, among other things, modify\nthe substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, the holders\nof Public Shares (the “*Public Shareholders*”) may elect to redeem their Public Shares upon the approval of any such\namendment to the Existing Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including\ninterest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares\n(the “*Redemption*”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting,\nregardless of whether you vote for or against the proposals, by following the instructions set forth in the accompanying Proxy Statement.\nIn addition, pursuant to the Existing Charter, Bayview may not redeem Public Shares in an amount that would cause our net tangible assets\n(after payment of the deferred underwriting commissions) to be less than $5,000,001, which condition may not be waived by the Board.\n\nNotwithstanding\nthe foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any\nother person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the\nSecurities Exchange Act of 1934, as amended (the “*Exchange Act*”)), will be restricted from redeeming its Public Shares\nwith respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent. Accordingly, if a Public\nShareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess\nof that 15% limit would not be redeemed for cash.\n\nOn\nthe Record Date (defined below), the redemption price per Public Share was approximately $12.03 (which is expected to be the same\napproximate price per Public Share on the date of the scheduled vote at the Extraordinary General Meeting), based on the aggregate amount\non deposit in the Trust Account of approximately $12,103,085.50 as of the Record Date (including interest not previously released\nto Bayview to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Public Shares on\nthe Nasdaq Capital Market (“*Nasdaq*”) on the Record Date was $12.00. Accordingly, if the market price of the\nPublic Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result\nin a holder of Public Shares receiving approximately $0.03 more per share than if the Public Shares were sold in the open market.\nBayview cannot assure Public Shareholders that they will be able to sell their Public Shares in the open market, even if the market price\nper Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such\nPublic Shareholders wish to sell their Public Shares. Bayview believes that such redemption right enables its holders of Public Shares\nto determine whether to sustain their investments for an additional period if Bayview does not complete a Business Combination on or\nbefore the Termination Date.\n\nIf\nthe Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated\nby the Termination Date, Bayview will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible\nbut not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate\namount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released\nto us to pay our taxes, if any (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of\nthen outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including\nthe right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption,\nsubject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our\nobligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.\n\nSubject\nto the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being a resolution\npassed by at least two-thirds (2/3) of the votes cast by shareholder, being entitled to vote and who, being present in person or represented\nby proxy at the Extraordinary General Meeting. As of the date of this Proxy Statement, the Company has 2,738,292 Ordinary Shares outstanding.\nAccordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares\nand shares included in the Private Placement Units (as defined below), the Company will need 93,028 Public Shares or 9.2% of the outstanding\nPublic Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal.\n\nApproval\nof the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the then outstanding\nOrdinary Shares pursuant to the Trust Agreement. As of the date of this Proxy Statement, the Company has 2,738,292 Ordinary Shares outstanding.\nAccordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares\nand the shares included in the Private Placement Units, the Company will need 47,390 Public Shares or 4.7% of the outstanding Public\nShares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.\n\nApproval\nof the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority\nof the votes cast by shareholders entitled to vote and who, being present in person or represented by proxy at the Extraordinary General\nMeeting or any adjournment thereof, vote on such matter. Assuming all outstanding Ordinary Shares are present at the Extraordinary General\nMeeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 0 Public\nShares or 0% of the outstanding Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment\nProposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and Trust Agreement\nAmendment Proposal at the Extraordinary General Meeting.\n\nThe\nBoard has fixed the close of business on May 4, 2026 (the “*Record Date*”) as the date for determining Bayview shareholders\nentitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary\nShares on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. On\nthe Record Date, there were 2,738,292 issued and outstanding shares, of which 1,005,792 shares were held by holders of Public Shares\nand 1,732,500 shares held by the Sponsors (the “*Founder Shares*”). Bayview’s rights do not have voting rights.\n\n**You\nare not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem all\nyour Public Shares, you will retain the right to vote on any such Business Combination when and if it is submitted to shareholders (provided\nthat you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares for cash in the event\na Business Combination is approved and completed or in the event we have not consummated a Business Combination by the last Extended\nDate, December 19, 2026. There is no guarantee that we will identify a suitable target and, even if we do identify one, that we will\nbe able to complete a Business Combination before the expiration of the last Extended Date, December 19, 2026.**\n\nAfter\ncareful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Agreement Amendment\nProposal and the Adjournment Proposal (if required) are in the best interests of Bayview and its shareholders and has declared it advisable\nand recommends that you vote or give instruction to vote “**FOR**” such proposals.\n\nBayview’s\nSponsors, directors and officers have interests in the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment\nProposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership,\ndirectly or indirectly of Founder Shares and Private Placement Units (as defined below) that may become exercisable in the future. See\nthe section entitled “*Extraordinary General Meeting of Bayview—Interests of the Initial Shareholders*” in the\naccompanying Proxy Statement.\n\nEnclosed\nis the Proxy Statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, the\nTrust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting,\nBayview urges you to read this material carefully and vote your shares. You may do so by signing, dating and returning the enclosed proxy\npromptly, or following the instructions contained in the proxy card or voting instructions. If you grant a proxy, you may revoke it at\nany time prior to the Extraordinary General Meeting or vote in person or online at the Extraordinary General Meeting. If your shares\nare held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your\nvote online at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank.\n\nBy\nOrder of the Board of Directors of Bayview Acquisition Corp\n\n*/s/\nXin Wang*\n\nXin\nWang\n\nChief\nExecutive Officer\n\nMay\n11, 2026\n\n**Your\nvote is very important. Whether or not you plan to attend the Extraordinary General Meeting, in person or by proxy, please vote as\nsoon as possible by following the instructions in the accompanying Proxy Statement to make sure that your shares are represented at the\nExtraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will\nneed to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and\nvoted at the Extraordinary General Meeting. The approval of the Extension Amendment Proposal requires a special resolution under Cayman\nIslands law, being a resolution passed by at least two-thirds (2/3) of the votes cast by the shareholders entitled to vote and who, being\npresent in person or represented by proxy at the Extraordinary General Meeting. Approval of the Trust Agreement Amendment Proposal requires\nthe affirmative vote of at least sixty-five percent (65%) of the then outstanding Ordinary Shares pursuant to the Trust Agreement. Approval\nof the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by at least a simple\nmajority of the votes cast by the shareholders entitled to vote and who, being present in person or represented by proxy at the Extraordinary\nGeneral Meeting any adjournment thereof, vote on such matter. The presence, in person (including virtually) or by proxy, at the Extraordinary\nGeneral Meeting of the holders of a majority of the shares entitled to vote at the Extraordinary General Meeting being individuals present\nin person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall constitute\na quorum for the conduct of business at the Extraordinary General Meeting. Accordingly, if you fail to vote in person or by proxy at\nthe Extraordinary General Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal,\nthe Trust Agreement Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities of votes. If you fail to\nreturn your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General\nMeeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at\nthe Extraordinary General Meeting and will not have any effect on whether the proposals are approved. If you are a shareholder of record\nand you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person**.\n\n**TO\nEXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING\nPUBLIC SHARES AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST\nTO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON MAY 26, 2026, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE\nEXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE\nBENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY\nOR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE\nWITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED\nTO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION\nRIGHTS.**\n\n**Important\nNotice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on May 28, 2026:\nThis notice of meeting and the accompanying Proxy Statement are being made available on or about May 11, 2026.**\n\n**NOTICE\nOF EXTRAORDINARY GENERAL MEETING**\n\n**OF\nBAYVIEW ACQUISITION CORP**\n\n**TO\nBE HELD ON MAY 28, 2026**\n\nTo\nthe Shareholders of Bayview Acquisition Corp:\n\nNOTICE\nIS HEREBY GIVEN that an Extraordinary General Meeting (the “*Extraordinary General Meeting*”) of the shareholders of\nBayview Acquisition Corp, a Cayman Islands exempted company (the “*Company*,” “*Bayview*,” “*we*,”\n“*us*” or “*our*”), will be held on May 28, 2026, at 9:30 a.m. Eastern Standard Time, at the offices\nof Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live webcast\nat https://edge.media-server.com/mmc/p/xuosu8xk, password: bayview2026.\n\nYou\nare cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting upon, and if thought\nfit, passing and approving the following resolutions, as more fully described below in this Proxy Statement, which is dated May\n11, 2026 and is first being mailed to shareholders on or about that date:\n\n*Proposal\nNo. 1—Extension Amendment Proposal*— Resolved as a special resolution, that the following articles of Bayview’s\nSecond Amended and Restated Memorandum and Articles of Association adopted by special resolution passed on September 16, 2024 and further\namended by special resolutions passed on June 17, 2025 and December 12, 2025 (the “*Existing Charter*”) be further amended\nas follow with immediate effect:\n\n(i)\nArticle\n37.8 of the Existing Charter be deleted in its entirety and replaced as follows:\n\n“*37.8*\n*The\nCompany has until June 19, 2026 (the **Termination Date**) to consummate a Business Combination, provided that if the Board of\nDirectors anticipates that the Company may not be able to consummate a Business Combination by the Termination Date, the Company\nmay, by Resolution of Directors, at the request of the Sponsors, extend the Termination Date up to six (6) times, each by an additional\none (1) month (for a total of up to six (6) months after the Termination Date) to complete a Business Combination, subject to the\nSponsors depositing additional funds into the Trust Account upon five days’ advance notice prior to the applicable deadline\nin accordance with terms as set out in the Trust Agreement and referred to in the Registration Statement. In the event that the Company\ndoes not consummate a Business Combination by the Termination Date (or six (6) months after the Termination Date, subject in the\nlatter case to valid extensions having been made in each case) or such later time as the Members of the Company may approve in accordance\nwith these Articles, the Company shall:*\n\n*(a)*\n*cease\nall operations except for the purpose of winding up;*\n\n*(b)*\n*as\npromptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable\nin cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust\nAccount and not previously released to the Company to pay income taxes, if any (less up to US$100,000 of interest to pay dissolution\nexpenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’\nrights as Members (including the right to receive further liquidation distributions, if any); and*\n\n*(c)*\n*as\npromptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the\ndirectors, dissolve and liquidate,*\n\n*subject\nin each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other\nrequirements of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination,\nthe Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures\nset out in this Article with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law\nto provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.”*\n\n* *\n\n*Proposal\nNo. 2—Trust Agreement Amendment Proposal*—Resolved as an ordinary resolution that Bayview’s investment management\ntrust agreement, dated as of December 14, 2023 (as amended, the “*Trust Agreement*”), by and between the Company and\nEquiniti Trust Company, LLC (the “*Trustee*”) be further amended to allow the Company to extend the termination date\nfrom June 19, 2026 up to six (6) times, with all six (6) extensions comprised of one month each, to December 19, 2026 (i.e., for a period\nof time ending up to 36 months after the consummation of its initial public offering) by providing five (5) days’ advance notice\nto the Trustee prior to the applicable Termination Date and depositing into the trust account (the “*Trust Account*”),\n$50,000 for each month in an extension (the “*Extension Payment*”) until December 19, 2026 pursuant to an amendment\nto the Trust Agreement in the form set forth in Annex A of the accompanying Proxy Statement (the “*Trust Agreement Amendment\nProposal*”); and\n\n*Proposal\nNo. 3—Adjournment Proposal*— Resolved as an ordinary resolution that the Extraordinary General Meeting be adjourned to\na later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time\nof the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement\nAmendment Proposal (the “*Adjournment Proposals*”).\n\nEach\nof the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the\naccompanying Proxy Statement. Please take the time to read carefully each of the proposals in the accompanying Proxy Statement before\nyou vote. Approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are conditions to the implementation\nof the Extension. Pursuant to the Existing Charter, we may not redeem Public Shares (as defined in the Existing Charter) in an amount\nthat would cause our net tangible assets (after payment of the deferred underwriting commissions) to be less than $5,000,001, which condition\nmay not be waived by the board of directors (the “*Board*”). Notwithstanding the foregoing, even if the Extension Amendment\nProposal and the Trust Agreement Amendment Proposal are approved, we may nevertheless liquidate by June 19, 2026, or December 19, 2026,\nif validly extended in accordance with the Existing Charter as amended by the Extension Amendment.\n\nThe\npurpose of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is to allow Bayview additional time to complete\nan initial business combination (“*Business Combination*”). Additionally, the purpose of the Extension Amendment Proposal\nis to simultaneously (i) provide those Bayview shareholders who do not wish to extend the Termination Date with the opportunity to exercise\ntheir redemption rights earlier than they would if Bayview liquidated on the Termination Date and (ii) allow those Bayview shareholders\nwho wish for Bayview to continue its search for a Business Combination to remain shareholders. Currently, the Company has until June\n19, 2026 upon all extensions of the Termination Date validly made in accordance with the Existing Charter to consummate the Business\nCombination. The Board has determined that it is in the best interests of Bayview and its shareholders as a whole to implement the Extension\nand have Bayview shareholders approve the Extension Amendment Proposal and Trust Agreement Amendment Proposal to allow for additional\ntime to consummate a Business Combination. The Board believes that the current Termination Date will not provide sufficient time to complete\na Business Combination. Given Bayview’s commitment of time, effort and financial resources to date with respect to identifying\na Business Combination target, circumstances warrant providing shareholders with additional time and opportunity to consider a prospective\nBusiness Combination. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension\nis implemented, there is no assurance that Bayview will be able to consummate a Business Combination by June 19, 2026, or December 19,\n2026, if validly extended in accordance with the Existing Charter as amended by the Extension Amendment, given the actions that must\noccur prior to closing of a Business Combination.\n\nPursuant\nto the Existing Charter and the Trust Agreement, we have up until the Termination Date to complete a Business Combination. If the Extension\nAmendment Proposal is approved, we may, by resolution of directors, at the request of our Sponsors (as defined in the Existing Charter),\nextend the date by which the Company must consummate a Business Combination up to six (6) times, each by an additional one (1) month\n(for a total of up to six (6) months after June 19, 2026) to complete a Business Combination) until December 19, 2026, subject to the\nSponsors, upon five days’ advance notice prior to the applicable deadline in accordance with the terms set out in the Trust Agreement\nand referred to in the Registration Statement (as defined in the Existing Charter), depositing additional funds into the Trust Account\nin an Extension. In the event that our Sponsors elects to extend the time to complete a Business Combination, pay the Extension Payment,\nand deposit the Extension Payment into the Trust Account, the Sponsors will receive a non-interest bearing, unsecured promissory note\nequal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable to close a Business Combination\nunless there are funds available outside the Trust Account to do so. In the event that we receive notice from our Sponsors five days\nprior to the applicable Business Combination deadline of its wish for us to effect an Extension, we intend to issue a press release announcing\nsuch Extension at least three days prior to the applicable Business Combination deadline. Our Sponsors and its affiliates or designees\nare not obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent that some,\nbut not all, of our Sponsors’ affiliates or designees, decide to extend the period of time to consummate our Business Combination,\nsuch affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination within such\ntime period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our outstanding ordinary\nshares, par value $0.0001 per share (the “*Public Shares*” or “*Ordinary Shares*”) for a pro rata portion\nof the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and\nnot previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such\namounts as a result of claims of creditors which may take priority over the claims of our Public Shareholders. In the event of our dissolution\nand liquidation, the rights will expire and be worthless.\n\nAs\ncontemplated by the Existing Charter, in the event that any amendment is made to the Existing Charter to, among other things, modify\nthe substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, the holders\nPublic Shares (the “*Public Shareholders*”) may elect to redeem their Public Shares upon the approval of any such amendment\nto the Existing Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest\nearned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares. You may\nelect to redeem your Public Shares in connection with the Extraordinary General Meeting, regardless of whether you vote for or against\nthe proposals, by following the instructions in the accompanying Proxy Statement. In addition, pursuant to the Existing Charter, Bayview\nmay not redeem Public Shares in an amount that would cause our net tangible assets (after payment of the deferred underwriting commissions)\nto be less than $5,000,001, which condition may not be waived by the Board.\n\nNotwithstanding\nthe foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any\nother person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the\nSecurities Exchange Act of 1934, as amended (the “*Exchange Act*”)), will be restricted from redeeming its Public Shares\nwith respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent. Accordingly, if a Public\nShareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess\nof that 15% limit would not be redeemed for cash.\n\nOn\nthe Record Date (defined below), the redemption price per Public Share was approximately $12.03 (which is expected to be the same\napproximate price per Public Share on the date of the scheduled vote at the Extraordinary General Meeting), based on the aggregate amount\non deposit in the Trust Account of approximately $12,103,085.50 as of the Record Date (including interest not previously released\nto Bayview to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Public Shares on\nNasdaq on the Record Date was approximately $12.00. Accordingly, if the market price of the Public Shares were to remain the same\nuntil the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving\napproximately $0.03 more per share than if the Public Shares were sold in the open market. Bayview cannot assure Public Shareholders\nthat they will be able to sell their Public Shares in the open market, even if the market price per Public Share is lower than the redemption\nprice stated above, as there may not be sufficient liquidity in its securities when such Public Shareholders wish to sell their Public\nShares. Bayview believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments\nfor an additional period if Bayview does not complete a Business Combination on or before the Termination Date.\n\nIf\nthe Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated\nby the Termination Date, Bayview will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible\nbut not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate\namount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released\nto us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public\nShares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive\nfurther liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval\nof our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman\nIslands law to provide for claims of creditors and the requirements of other applicable law.\n\nPursuant\nto our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if\nthe Extension Amendment is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be\nredeemed only if you:\n\n(i)\n(a)\nhold Public Shares or (b) hold Public Shares through Units (as defined below) and elect to separate your Units into the underlying\nPublic Shares and Public Rights (as defined below) prior to exercising your redemption rights with respect to the Public Shares;\n\n(ii)\nsubmit\na written request to Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “*Trustee*”\nor “*transfer agent*”) including the legal name, phone number and address of the beneficial owner of the Public\nShares for which redemption is requested, that Bayview redeem all or a portion of your Public Shares for cash; and\n\n(iii)\ndeliver\nyour share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or electronically\nthrough The Depository Trust Company (“*DTC*”).\n\nHolders\nmust complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time,\non May 26, 2026 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares\nto be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension Amendment\nProposal. If the Extension and Extension Amendment are not consummated, the Public Shares will be returned to the respective holder,\nbroker or bank.\n\nSubject\nto the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being a resolution\npassed by at least two-thirds (2/3) of the votes vast by shareholders entitled to vote and who, being present in person or represented\nby proxy at the Extraordinary General Meeting. As of the date of this Proxy Statement, the Company has 2,738,292 Ordinary Shares outstanding.\nAccordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares\nand shares included in the Private Placement Units, the Company will need 93,028 Public Shares or 9.2% of the outstanding Public Shares,\nto vote in favor of the Extension Amendment Proposal to approve such proposal.\n\nApproval\nof the Trust Agreement Amendment Proposal requires pursuant to the Trust Agreement, the affirmative vote of at least sixty-five percent\n(65%) of the then outstanding Ordinary Shares pursuant to the Trust Agreement. As of the date of this Proxy Statement, the Company has\n2,738,292 Ordinary Shares outstanding. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting,\nthen in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 47,390 Public Shares\nor 4.7% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.\n\nApproval\nof the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority\nof the votes cast by shareholders entitled to vote and who, being present in person or represented by proxy at the Extraordinary General\nMeeting or any adjournment thereof, vote on such matter. Assuming all outstanding Ordinary Shares are present at the Extraordinary General\nMeeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 0 Public\nShares or 0% of the outstanding Public Shares, to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment\nProposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and Trust Agreement\nAmendment Proposal at the Extraordinary General Meeting.\n\nRecord\nholders of Ordinary Shares at the close of business on May 4, 2026 (the “*Record Date*”) are entitled to vote or have\ntheir votes cast at the Extraordinary General Meeting. On the Record Date, there were 2,738,292 issued and outstanding shares, of which\n1,005,792 shares were held by holders of Public Shares and 1,732,500 shares held by the initial shareholders. Bayview’s rights\ndo not have voting rights.\n\nThis\nProxy Statement contains important information about the Extraordinary General Meeting, the Extension Amendment Proposal, Trust Agreement\nAmendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, in person (virtually)\nor by proxy, Bayview urges you to read this material carefully and vote your shares.\n\nThis\nProxy Statement is dated May 11, 2026 and is first being mailed to shareholders on or about that date.\n\nBy\nOrder of the Board of Directors of Bayview Acquisition Corp\n\n*/s/\nXin Wang*\n\nXin\nWang\n\nChief\nExecutive Officer\n\n**TABLE\nOF CONTENTS**\n\n[**CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**](#pre_001)\n**1**\n\n[**QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING**](#pre_002)\n**2**\n\n[**EXTRAORDINARY GENERAL MEETING OF BAYVIEW**](#pre_003)\n**14**\n\n[**Date, Time and Place of Extraordinary General Meeting**](#pre_004)\n**14**\n\n[**Proposals at the Extraordinary General Meeting**](#pre_005)\n**14**\n\n[**Voting Power; Record Date**](#pre_006)\n**14**\n\n[**Recommendation of the Board**](#pre_007)\n**14**\n\n[**Quorum and Required Vote for Proposals for the Extraordinary General Meeting**](#pre_008)\n**15**\n\n[**Voting Your Shares—Shareholders of Record**](#pre_009)\n**15**\n\n[**Voting Your Shares—Beneficial Owners**](#pre_010)\n**16**\n\n[**Attending the Extraordinary General Meeting**](#pre_011)\n**16**\n\n[**Revoking Your Proxy**](#pre_012)\n**17**\n\n[**No Additional Matters**](#pre_013)\n**17**\n\n[**Who Can Answer Your Questions about Voting**](#pre_014)\n**17**\n\n[**Redemption Rights**](#pre_015)\n**17**\n\n[**Appraisal Rights**](#pre_016)\n**19**\n\n[**Proxy Solicitation Costs**](#pre_017)\n**19**\n\n[**Interests of the Initial Shareholders**](#pre_018)\n**19**\n\n[**PROPOSAL NO. 1—THE EXTENSION AMENDMENT PROPOSAL**](#pre_019)\n**21**\n\n[**Overview**](#pre_020)\n**21**\n\n[**Reasons for the Extension Amendment Proposal**](#pre_021)\n**22**\n\n[**If the Extension Amendment Proposal is Not Approved**](#pre_022)\n**22**\n\n[**If the Extension Amendment Proposal is Approved**](#pre_023)\n**23**\n\n[**Redemption Rights**](#pre_024)\n**23**\n\n[**United States Federal Income Tax Considerations**](#pre_025)\n**24**\n\n[**Vote Required for Approval**](#pre_026)\n**28**\n\n[**Full Text of Resolution**](#pre_027)\n**29**\n\n[**Recommendation of the Board**](#pre_028)\n**29**\n\n[**PROPOSAL NO. 2—THE TRUST AGREEMENT AMENDMENT PROPOSAL**](#pre_029)\n**30**\n\n[**Overview**](#pre_030)\n**30**\n\n[**Consequences if the Trust Agreement Amendment Proposal is Not Approved**](#pre_031)\n**30**\n\n[**Vote Required for Approval**](#pre_032)\n**30**\n\n[**Full Text of Resolution**](#pre_033)\n**30**\n\n[**Recommendation of the Board**](#pre_034)\n**30**\n\n[**PROPOSAL NO. 3—THE ADJOURNMENT PROPOSAL**](#pre_035)\n**31**\n\n[**Overview**](#pre_036)\n**31**\n\n[**Consequences if the Adjournment Proposal is Not Approved**](#pre_037)\n**31**\n\n[**Vote Required for Approval**](#pre_038)\n**31**\n\n[**Full Text of Resolution**](#pre_039)\n**31**\n\n[**Recommendation of the Board**](#pre_040)\n**31**\n\n[**RISK FACTORS**](#pre_041)\n**32**\n\n[**BENEFICIAL OWNERSHIP OF SECURITIES**](#pre_042)\n**37**\n\n[**HOUSEHOLDING INFORMATION**](#pre_043)\n**39**\n\n[**WHERE YOU CAN FIND MORE INFORMATION**](#pre_044)\n**40**\n\n[**ANNEX A**](#pre_045)\n**A-1**\n\ni\n\n**CAUTIONARY\nNOTE REGARDING FORWARD-LOOKING STATEMENTS**\n\nSome\nof the statements contained in this Proxy Statement constitute forward-looking statements within the meaning of the federal securities\nlaws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends\nand similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Bayview’s current\nviews with respect to, among other things, its capital resources and results of operations. Likewise, Bayview’s financial statements\nand all of Bayview’s statements regarding market conditions and results of operations are forward-looking statements. In some cases,\nyou can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,”\n“potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,”\n“approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”\nor the negative version of these words or other comparable words or phrases.\n\nThe\nforward-looking statements contained in this Proxy Statement reflect Bayview’s current views about future events and are subject\nto numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ\nsignificantly from those expressed in any forward- looking statement. Bayview does not guarantee that the transactions and events described\nwill happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future\nevents to differ materially from those set forth or contemplated in the forward-looking statements:\n\n●\nBayview’s\nability to complete a Business Combination, including approval by the shareholders of Bayview;\n\n●\nthe\nanticipated benefits of a Business Combination;\n\n●\nthe\nvolatility of the market price and liquidity of the Public Shares and other securities of Bayview;\n\n●\nthe\nuse of funds not held in the Trust Account or available to Bayview from interest income on the Trust Account balance;\n\n●\nthe\ncompetitive environment in which our successor will operate following a Business Combination; and\n\n●\nproposed\nchanges in SEC rules related to special purpose acquisition companies.\n\nWhile\nforward-looking statements reflect Bayview’s good faith beliefs, they are not guarantees of future performance. Bayview disclaims\nany obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new\ninformation, data or methods, future events or other changes after the date of this Proxy Statement, except as required by applicable\nlaw. For a further discussion of these and other factors that could cause Bayview’s future results, performance or transactions\nto differ significantly from those expressed in any forward-looking statement, please see the section entitled “*Risk Factors*”\nin Bayview’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 13, 2026, and in other\nreports Bayview filed with the SEC, including Bayview’s Quarterly Reports on Form 10-Q for the period ended June 30, 2025, filed\nwith the SEC on August 14, 2025, and for the period ended September 30, 2025, filed with the SEC on November 14, 2025. You should not\nplace undue reliance on any forward-looking statements, which are based only on information currently available to Bayview.\n\n1\n\n**QUESTIONS\nAND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING**\n\n**Q.**\n**Why\nam I receiving this Proxy Statement?**\n\n**A.**\nBayview\nis a blank check company incorporated under the laws of the Cayman Islands on February 16, 2023, for the purpose of effecting a merger,\nshare exchange, asset acquisition, share purchase, reorganization or similar Business Combination, with one or more businesses, without\nlimitation as to business, industry or sector. Bayview’s registration statement on Form S-1 (File No. 333-275649) for Bayview’s\nIPO was declared effective by the SEC on December 14, 2023. On December 19, 2023, Bayview consummated its IPO of 6,000,000 units\n(the “*Units*”). Each Unit consists of one ordinary share, par value $0.0001 per share (the “*Ordinary Shares*”)\nand one right (the “*Public Rights*”), with each Public Right entitling the holder thereof to receive one-tenth\nof one Ordinary Share upon the completion of an initial Business Combination, subject to adjustment. The Units were sold at an offering\nprice of $10.00 per Unit, generating gross proceeds of $60,000,000. On January 28, 2024, Chardan Capital Markets, LLC did not exercise\ntheir over-allotment option and hence a total of 225,000 ordinary shares were forfeited by the Sponsors.\n\nSimultaneously\nwith the closing of the IPO, the Company completed the sale of 232,500 private units to the Sponsors (the “*Private Placement\nUnits*”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,325,000.\nTransaction costs amounted to $4,341,321 consisting of $1,200,000 of underwriting discount, $2,100,000 of deferred underwriting commission\nand $1,041,321 of other offering costs.\n\nAn\naggregate of $60,000,000 of the net proceeds from Bayview’s IPO and sale of the Private Placement Units were deposited in the\nTrust Account established for the benefit of the holders of Public Shares.\n\nLike\nmost blank check companies, the Existing Charter provides for the return of the IPO proceeds held in trust to the holders of Public\nShares sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date.\n\nCurrently,\nthe Company has until the Termination Date to consummate a Business Combination. The Board has determined that it is in the best\ninterests of Bayview and its shareholders as a whole to seek an extension of the Termination Date and have Bayview shareholders approve\nthe Extension Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business\nCombination. The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination.\nGiven Bayview’s commitment of time, effort and financial resources to date with respect to identifying a Business Combination\ntarget, circumstances warrant providing Public Shareholders with additional time and opportunity to consider a prospective Business\nCombination. However, even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension\nand Extension Amendment are implemented, there is no assurance that Bayview will be able to consummate a Business Combination by\nJune 19, 2026, or December 19, 2026, if validly extended in accordance with the Existing Charter as amended by the Extension Amendment,\ngiven the actions that must occur prior to closing of a Business Combination.\n\n**Q.**\n**When\nand where is the Extraordinary General Meeting?**\n\n**A.**\nThe\nExtraordinary General Meeting will be held on May 28, 2026, at 9:30 a.m. Eastern Standard Time at the offices of Winston & Strawn\nLLP located at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live webcast by visiting https://edge.media-server.com/mmc/p/xuosu8xk,\npassword: bayview2026 and entering the voter control number included on your proxy card.\n\n**Q.**\n**What\ndo I need in order to be able to participate in the Extraordinary General Meeting online?**\n\n**A.**\nAny\nregistered shareholder at the Record Date wishing to attend the Extraordinary General Meeting virtually should register for the Extraordinary\nGeneral Meeting at https://edge.media-server.com/mmc/p/xuosu8xk, password: bayview2026. You can virtually attend the Extraordinary\nGeneral Meeting via the internet by visiting https://edge.media-server.com/mmc/p/xuosu8xk, password: bayview2026 and entering the\nvoter control number included on your proxy card. You will need the voter control number included on your proxy card in order to\nbe able to vote your shares or submit questions during the Extraordinary General Meeting. If you do not have a voter control number,\nyou will be able to listen to the Extraordinary General Meeting only and you will not be able to vote or submit questions during\nthe Extraordinary General Meeting.\n\n2\n\n**Q.**\n**What\nare the specific proposals on which I am being asked to vote at the Extraordinary General Meeting?**\n\n**A.**\nBayview\nshareholders are being asked to consider and vote on the following proposals:\n\n*Proposal\nNo. 1—Extension Amendment Proposal*—A proposal, by special resolution, to further amend certain articles of the Existing\nCharter to reflect the extended deadline by which the Company must consummate a Business Combination from June 19, 2026 to December 19,\n2026 (i.e., 36 months after the consummation of its IPO);\n\n*Proposal\nNo. 2—Trust Agreement Amendment Proposal*—A proposal to further amend Bayview’s investment management trust agreement,\ndated as of December 14, 2023 (as amended, the “*Trust Agreement*”), by and between the Company and Equiniti Trust Company,\nLLC (f/k/a American Stock Transfer & Trust Company) (the “*Trustee*”), to allow the Company to extend the Termination\nDate up to six (6) times, with all six (6) extensions comprised of one month each from the Termination Date to December 19, 2026 (the\n“*Trust Agreement Amendment*”) by providing five days’ advance notice to the Trustee prior to the applicable Termination\nDate and depositing into the trust account (the “*Trust Account*”) $50,000 for each month in an Extension (the “*Extension\nPayment*”) until December 19, 2026 (assuming a Business Combination has not occurred) in exchange for a non-interest bearing,\nunsecured promissory note payable upon the consummation of a Business Combination; and\n\n*Proposal\nNo. 3—Adjournment Proposal*—A proposal, by ordinary resolution to adjourn the Extraordinary General Meeting to a later\ndate or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the\nExtraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment\nProposal or to provide additional time to effectuate the Extension Amendment and Extension.\n\n**Q.**\n**Are\nthe proposals conditioned on one another?**\n\n**A.**\nApproval\nof the Extension Amendment Proposal and Trust Agreement Amendment Proposal are conditions to the implementation of the Extension\nAmendment and Extension. Pursuant to the Existing Charter, Bayview may not redeem Public Shares in an amount that would cause our\nnet tangible assets (after payment of the deferred underwriting commissions) to be less than $5,000,001, which condition may not\nbe waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal\nare approved, Bayview may nevertheless choose to liquidate on the Termination Date.\n\nIf\nthe Extension is implemented and one or more Bayview shareholders elect to redeem their Public Shares, Bayview will remove from the Trust\nAccount and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust\nAccount with respect to such redeemed Public Shares, as described in more detail in this Proxy Statement, and will retain the remainder\nof the funds in the Trust Account for Bayview’s use in connection with consummating a Business Combination by June 19, 2026, or\nDecember 19, 2026, if validly extended in accordance with the Existing Charter as amended by the Extension Amendment.\n\nIf\nthe Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated\nby the Termination Date, or June 19, 2026 upon all extensions of the Termination Date validly made in accordance with the Existing Charter,\nBayview will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than\nten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then\non deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to\npay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares,\nwhich redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further\nliquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of\nour remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands\nlaw to provide for claims of creditors and the requirements of other applicable law.\n\nThe\nSponsors and all of Bayview’s directors and officers (the “*initial shareholders*”) waived their rights to participate\nin any liquidating distribution with respect to the 1,500,000 Founder Shares held by them. There will be no distribution from the Trust\nAccount with respect to Bayview’s rights, which will expire worthless in the event Bayview dissolves and liquidates the Trust Account.\n\nThe\nTrust Agreement Amendment Proposal and Adjournment Proposal is not conditioned on the approval of any other proposal.\n\n3\n\n**Q.**\n**Why\nis Bayview proposing the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal?**\n\n**A.**\nThe\nExisting Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares sold in the\nIPO if there is no qualifying Business Combinations(s) consummated on or before the Termination Date. The purpose of the Extension\nAmendment Proposal and the Trust Agreement Amendment Proposal is to allow Bayview additional time to complete a Business Combination.\nAdditionally, the purpose of the Extension Amendment Proposal is to simultaneously (i) provide those Bayview shareholders who do\nnot wish to extend the Termination Date with the opportunity to exercise their redemption rights earlier than they would if Bayview\nliquidated on the Termination Date and (ii) allow those Bayview shareholders who wish for Bayview to continue its search for a Business\nCombination to remain shareholders.\n\nCurrently,\nthe Company has until the Termination to consummate a Business Combination. The Board has determined that it is in the best interests\nof Bayview and its shareholders as a whole to implement the Extension and have Bayview shareholders approve the Extension Amendment Proposal\nto allow for additional time to consummate a Business Combination. The Board believes that the current Termination Date will not provide\nsufficient time to complete a Business Combination. Given Bayview’s commitment of time, effort and financial resources to date\nwith respect to identifying a Business Combination target, circumstances warrant providing Public Shareholders with additional time and\nopportunity to consider a prospective Business Combination. However, even if the Extension Amendment Proposal and the Trust Agreement\nAmendment Proposal are approved and the Extension is implemented, there is no assurance that Bayview will be able to consummate a Business\nCombination by June 19, 2026, or December 19, 2026, if validly extended in accordance with the Existing Charter as amended by the Extension\nAmendment, given the actions that must occur prior to closing of a Business Combination.\n\nIf\nthe Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved by Bayview shareholders, Bayview may put\nthe Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension, or to otherwise\nprovide additional time to effectuate the Extension. If the Adjournment Proposal is not approved by Bayview shareholders, the Board may\nnot be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for,\nor otherwise in connection with, the approval of the Extension Amendment Proposal and Trust Agreement Amendment Proposal.\n\n**You\nare not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem all\nyour Public Shares, you will retain the right to vote on any such Business Combination when and if it is submitted to shareholders (provided\nthat you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares for cash in the event\na Business Combination is approved and completed or in the event we have not consummated a Business Combination by June 19, 2026, or\nDecember 19, 2026, if validly extended in accordance with the Existing Charter as amended by the Extension Amendment. There is no guarantee\nthat we will identify a suitable target and, even if we do identify one, that we will be able to complete a Business Combination by June\n19, 2026, or December 19, 2026, if validly extended in accordance with the Existing Charter as amended by the Extension Amendment.**\n\n**Q.**\n**What\nvote is required to approve the proposals presented at the Extraordinary General Meeting?**\n\n**A.**\nThe\napproval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being a resolution passed by\nat least two-thirds (2/3) of the votes cast by shareholders entitled to vote and who, being present in person or represented by proxy\nat the Extraordinary General Meeting. Approval of the Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires\nthe affirmative vote of at least sixty-five percent (65%) of the then outstanding Ordinary Shares. Approval of the Adjournment Proposal\nrequires an ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority of the votes cast by shareholders\nentitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment\nthereof, vote on such matter.\n\nThe\npresence, in person (including virtually) or by proxy, at the Extraordinary General Meeting of the holders of a majority of the outstanding\nshares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct of business\nat the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how\nto vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes\nof determining whether a quorum is present at the Extraordinary General Meeting and will not have any effect on outcome of votes of the\nproposals. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw\nyour proxy and vote in person.\n\n4\n\n**Q.**\n**Why\nshould I vote “FOR” the Extension Amendment Proposal?**\n\n**A.**\nBayview\nbelieves its shareholders will benefit from Bayview consummating a Business Combination and is proposing the Extension Amendment\nProposal to give the Company the right to extend the deadline by which the Company must consummate a Business Combination from June\n19, 2026 to December 19, 2026. The Board believes that the current Termination Date will not provide sufficient time to complete\na Business Combination. Given Bayview’s commitment of time, effort and financial resources to date with respect to identifying\na Business Combination target, circumstances warrant providing Public Shareholders with additional time and opportunity to consider\na prospective Business Combination. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are\napproved and the Extension is implemented, there is no assurance that Bayview will be able to consummate a Business Combination by\nJune 19, 2026, or December 19, 2026, if validly extended in accordance with the Existing Charter as amended by the Extension Amendment,\ngiven the actions that must occur prior to closing of a Business Combination.\n\nPursuant\nto the Existing Charter and the Trust Agreement, we have up to the Termination Date to complete a Business Combination. If the Extension\nAmendment Proposal is approved, we may, by resolution of directors, at the request of our Sponsors, extend the date by which the Company\nmust consummate a Business Combination up to six (6) times, each by an additional one (1) month (for a total of up to six (6) months\nafter June 19, 2026) to complete a Business Combination until December 19, 2026, subject to the Sponsors (as defined in the Existing\nCharter) upon five days’ advance notice prior to the applicable deadline in accordance with the terms set out in the Trust Agreement\nand referred to in the Registration Statement (as defined in the Existing Charter), depositing additional funds into the Trust Account\nin an Extension. In the event that our Sponsors elect to extend the time to complete a Business Combination, pay the Extension Payment,\nand deposit the Extension Payment into the Trust Account, the Sponsors will receive a non-interest bearing, unsecured promissory note\nequal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable to close a Business Combination\nunless there are funds available outside the Trust Account to do so. In the event that we receive notice from our Sponsors five days\nprior to the applicable Business Combination deadline of their wish for us to effect an Extension, we intend to issue a press release\nannouncing such Extension at least three days prior to the applicable Business Combination deadline. Our Sponsors and their affiliates\nor designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent\nthat some, but not all, of our Sponsors’ affiliates or designees, decide to extend the period of time to consummate our Business\nCombination, such affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination\nwithin such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our Public Shares\nfor a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held\nin the Trust Account and not previously released to us to pay our taxes, if any (less up to US$100,000 of interest to pay dissolution\nexpenses) and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors\nwhich may take priority over the claims of our Public Shareholders. In the event of our dissolution and liquidation, the rights will\nexpire and be worthless.\n\nThe\nBoard recommends that you vote in favor of the Extension Amendment Proposal.\n\n**Q.**\n**Why\nshould I vote “FOR” the Trust Agreement Amendment Proposal?**\n\n**A.**\nBayview\nbelieves shareholders will benefit from Bayview consummating a Business Combination and is proposing the Trust Agreement Amendment\nProposal to extend the date by which Bayview has to complete a Business Combination until the Extended Date. The Extension would\ngive Bayview additional time to complete a Business Combination.\n\nThe\nBoard believes that it is in the best interests of Bayview shareholders and Bayview that the Extension be obtained so that, in the\nevent a Business Combination is for any reason not able to be consummated on or before the Termination Date, Bayview will have an\nadditional amount of time to consummate a Business Combination. Without the Extension, Bayview believes that there is significant\nrisk that Bayview will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date.\nIf that were to occur, Bayview would be precluded from completing a Business Combination and would be forced to liquidate even if\nBayview shareholders are otherwise in favor of consummating a Business Combination.\n\n5\n\nBayview\nbelieves that given Bayview’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring\nthat Bayview is in the best position possible to consummate a Business Combination and that it is in the best interests of Bayview\nshareholders that Bayview obtain the Extension as needed. Bayview believes a Business Combination will provide significant benefits\nto its shareholders.\n\nThe\nBoard recommends that you vote in favor of the Trust Agreement Amendment Proposal.\n\n**Q.**\n**Why\nshould I vote “FOR” the Adjournment Proposal?**\n\n**A.**\nIf\nthe Adjournment Proposal is not approved by Bayview shareholders, the Board may not be able to adjourn the Extraordinary General\nMeeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval\nof the Extension Amendment Proposal and/or Trust Agreement Amendment Proposal.\n\nIf\npresented, the Board recommends that you vote in favor of the Adjournment Proposal.\n\n**Q.**\n**How\nwill the initial shareholders vote?**\n\n**A**.\nThe\ninitial shareholders have advised Bayview that they intend to vote any Ordinary Shares over which they have voting control, in favor\nof the Extension Amendment Proposal, Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal.\n\nThe\ninitial shareholders and their respective affiliates are not entitled to redeem any Founder Shares in connection with the Extension Amendment\nProposal. On the Record Date, the Sponsors, Bayview’s directors, officers and its initial shareholders and their respective affiliates\nbeneficially owned and were entitled to vote an aggregate of 1,500,000 Founder Shares held by the Sponsors and the officers and directors\nof Bayview, representing approximately 54.8% of Bayview’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding\nOrdinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and shares included in the Private\nPlacement Units, the Company will need 93,028 Public Shares, or 9.2% of the outstanding Public Shares, to vote in favor of the Extension\nAmendment to approve such proposal. Approval of the Trust Agreement Amendment Proposal requires, pursuant to the Trust Agreement, the\naffirmative vote of at least sixty-five percent (65%) of the then outstanding Ordinary Shares. As of the date of this Proxy Statement,\nthe Company has 2,738,292 Ordinary Shares outstanding. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary\nGeneral Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need\n47,390 Public Shares or 4.7% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve\nsuch proposal. To approve the Adjournment Proposal, assuming all outstanding Ordinary Shares are present at the Extraordinary General\nMeeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 0 Public\nShares, or 0% of the outstanding Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment\nProposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust\nAgreement Amendment Proposal at the Extraordinary General Meeting.\n\n6\n\n**Q.**\n**What\nif I do not want to vote “FOR” the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment\nProposal?**\n\n**A.**\nIf\nyou do not want the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal to be approved,\nyou may “ABSTAIN,” not vote, or vote “AGAINST” such proposal.\n\nIf\nyou attend the Extraordinary General Meeting in person or by proxy, you may vote “AGAINST” the Extension Amendment Proposal,\nthe Trust Agreement Amendment Proposal, or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes of\ndetermining whether the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, or the Adjournment Proposal (as the\ncase may be) are approved.\n\nHowever,\nif you fail to attend the Extraordinary General Meeting in person or by proxy, or if you do attend the Extraordinary General Meeting\nin person or by proxy but you “ABSTAIN” or otherwise fail to vote at the Extraordinary General Meeting, your Ordinary\nShares will not be counted for the purposes of determining whether the Extension Amendment Proposal, Trust Agreement Amendment Proposal\nor the Adjournment Proposal (as the case may be) are approved, and your Ordinary Shares which are not voted at the Extraordinary\nGeneral Meeting will have no effect on the outcome of such votes.\n\nIf\nthe Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, the Adjournment Proposal will not be presented\nfor a vote.\n\n**Q.**\n**What\nhappens if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved?**\n\n**A.**\nIf\nthere are insufficient votes to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal, Bayview may put\nthe Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension.\n\nIf\nthe Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated\nby the Termination Date, Bayview will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible\nbut not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate\namount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released\nto us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public\nShares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive\nfurther liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval\nof our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman\nIslands law to provide for claims of creditors and the requirements of other applicable law.\n\nThe\nSponsors and the officers, directors and the initial shareholders of Bayview waived their rights to participate in any liquidation distribution\nwith respect to the 1,500,000 Founder Shares held by them. There will be no distribution from the Trust Account with respect to Bayview’s\nrights, which will expire worthless in the event Bayview dissolves and liquidates the Trust Account.\n\n**Q.**\n**If\nthe Extension Amendment Proposal is approved, what happens next?**\n\n**A.**\nIf\nthe Extension Amendment Proposal is approved, the Existing Charter will be further amended pursuant to the Extension Amendment Proposal\nstated in the notice of Extraordinary General Meeting with immediate effect and Bayview will proceed to file the special resolution,\ntogether with other necessary documents, with the Cayman Islands Registrar of Companies and will continue its efforts to consummate\na Business Combination on or before June 19, 2026, or December 19, 2026, if validly extended in accordance with the Existing Charter\nas amended by the Extension Amendment.\n\nIf\nthe Extension Amendment Proposal is approved and the Extension is implemented, the removal from the Trust Account of the amount equal\nto the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining\nin the Trust Account and increase the percentage interest of Bayview held by Bayview’s officers, directors, the Sponsors and their\naffiliates. In addition, pursuant to the Existing Charter, Bayview may not redeem Public Shares in an amount that would cause our net\ntangible assets (after payment of the deferred underwriting commissions) to be less than $5,000,001, which condition may not be waived\nby the Board.\n\n7\n\nEven\nif the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, Bayview may nevertheless choose to liquidate\non the Termination Date.\n\n**Q.**\n**Do\nI need to request that my shares be redeemed whether I vote for or against the Extension Amendment Proposal?**\n\n**A.**\nYes.\nWhether you vote for or against the Extension Amendment Proposal, you may elect to redeem your Public Shares. However, you will need\nto submit a redemption request for your Public Shares. See “*How do I exercise my redemption rights?*” for more\ninformation about the procedures to follow to redeem your Public Shares.\n\n**Q.**\n**May\nI change my vote after I have mailed my signed proxy card?**\n\n**A.**\nYes.\nYou may change your vote by:\n\n●\nSending\na later-dated, signed proxy card addressed to Bayview’s Chief Executive Officer located at Bayview Acquisition Corp, 420 Lexington\nAve, Suite 2446, New York, NY 10170 Attn: Xin Wang, so that it is received by Bayview’s Secretary or Chief Executive Officer\non or before the Extraordinary General Meeting; or\n\n●\nattending\nand voting, in person or virtually via the internet, during the Extraordinary General Meeting.\n\nYou\nalso may revoke your proxy by sending a notice of revocation to Bayview’s Chief Executive Officer, which must be received by Bayview’s\nChief Executive Officer on or before the Extraordinary General Meeting. Attending the Extraordinary General Meeting will not cause your\npreviously granted proxy to be revoked unless you specifically so request.\n\n**Q.**\n**How\nare votes counted?**\n\n**A.**\nVotes\nwill be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR”\nand “AGAINST” votes, “ABSTAIN” and broker non-votes. The Extension Amendment Proposal requires a special\nresolution under Cayman Islands law, being a resolution passed by at least two-thirds (2/3) of the votes cast by shareholders entitled\nto vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof,\nvote on such matter. Approval of the Trust Agreement Amendment Proposal requires, pursuant to the Trust Agreement, the affirmative\nvote of at least sixty-five percent (65%) of the then outstanding Ordinary Share. Approval of the Adjournment Proposal requires an\nordinary resolution under Cayman Islands law, being a resolution passed by at least a simple majority of the votes cast by shareholders\nentitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment\nthereof, vote on such matter. With respect to the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment\nProposal, abstentions and broker non-votes will have no effect on outcome of any proposal brought before the Extraordinary General\nMeeting.\n\n**Q.**\n**What\nis the difference between a shareholder of record and a beneficial owner of shares held in street name?**\n\n**A.**\n*Shareholder\nof Record*. If your shares are registered directly in your name with the Company’s transfer agent, Equiniti Trust Company,\nLLC (f/k/a American Stock Transfer & Trust Company), you are considered the shareholder of record with respect to those shares,\nand the proxy materials were sent directly to you by the Company.\n\n*Beneficial\nOwner of Shares Held in Street Name*. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar\norganization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to\nyou by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the\nExtraordinary General Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held\nin your account. Those instructions are contained in a “vote instruction form.”\n\n8\n\n**Q.**\n**If\nmy shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?**\n\n**A.**\nNo.\nUnder the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with\nrespect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures\nprovided to you by your broker, bank, or nominee. Bayview believes that all of the proposals presented to the shareholders at this\nExtraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your\nshares without your instruction on any of the proposals presented at the Extraordinary General Meeting. If you do not provide voting\ninstructions to your broker, bank, or other nominee, they may deliver a proxy card expressly indicating that it is NOT voting your\nshares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.”\nAbstentions and broker non-votes will not count as votes cast and will have no effect on the outcome of the vote on the Extension\nAmendment Proposal, Trust Agreement Amendment Proposal or the Adjournment Proposal. Your bank, broker or other nominee can vote your\nshares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions\nyou provide.\n\n**Q.**\n**What\nconstitutes a quorum at the Extraordinary General Meeting?**\n\n**A.**\nA\nquorum is the minimum number of Bayview shareholders necessary to hold a duly convened general meeting. Our Existing Charter defines\na quorum, in connection with any meeting that is convened to vote on a Business Combination or any meeting convened with regards\nto an amendment to the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination,\nas a majority of the shares entitled to vote at the Extraordinary General Meeting being individuals present in person or by proxy\nor if a corporation or other non-natural person by its duly authorised representative or proxy.\n\nAccordingly,\nan Bayview shareholder’s failure to vote in person (including virtually) or by proxy at the Extraordinary General Meeting, will\nnot be counted towards the number of shares required to validly establish a quorum.\n\n**Q.**\n**How\nmany votes do I have?**\n\n**A.**\nEach\nOrdinary Share is entitled to one vote on each proposal being submitted to our shareholders at the Extraordinary General Meeting.\n\n**Q.**\n**How\ndo I vote?**\n\n**A.**\nIf\nyou were a holder of record of Ordinary Shares on May 4, 2026, the Record Date for the Extraordinary General Meeting, you may vote\nwith respect to the proposals yourself at the Extraordinary General Meeting, or by completing, signing, dating and returning the\nenclosed proxy card in the postage-paid envelope provided.\n\n**Voting\nin Person**. If you are a holder of record of Ordinary Shares on the Record Date, you may attend the Extraordinary General Meeting\nheld at the offices of Winston & Strawn LLP, located at 800 Capitol Street, Suite 2400, Houston, Texas, United States.\n\n**Voting\nby Mail**. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals\nnamed on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign\nand return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable\nto virtually attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares\nare held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by\nmail must be received by 11:59 p.m., New York Time, on May 27, 2026.\n\n**Voting\nby Internet**. Shareholders who have received a copy of the proxy card by mail may be able to vote over the internet by visiting https://edge.media-server.com/mmc/p/xuosu8xk,\npassword: bayview2026 and entering the voter control number included on your proxy card.\n\n9\n\n**Q.**\n**Does\nthe Board recommend voting “FOR” the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal\nand the Adjournment Proposal?**\n\n**A.**\nYes.\nAfter careful consideration of the terms and conditions of each of the Extension Amendment Proposal, the Trust Agreement Amendment\nProposal and Adjournment Proposal the Board has determined that each proposal is in the best interests of Bayview and its shareholders.\nThe Board recommends that Bayview shareholders vote “FOR” each of the Extension Amendment Proposal, the Trust Agreement\nAmendment Proposal and Adjournment Proposal, if presented.\n\n**Q.**\n**What\ninterests do Bayview’s Sponsors, directors and officers have in the approval of the Extension Amendment Proposal and the Trust\nAgreement Amendment Proposal?**\n\n**A.**\nBayview’s\nSponsors, directors and officers have interests in the Extension Amendment Proposal and the Trust Agreement Amendment Proposal that\nmay be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly\nor indirectly of Founder Shares and Private Placement Units that may become exercisable in the future. See the section entitled “*Extraordinary\nGeneral Meeting of Bayview—Interests of the Initial Shareholders*” in this Proxy Statement.\n\n**Q.**\n**Do\nI have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal or the Trust Agreement Amendment\nProposal?**\n\n**A.**\nNo.\nThere are no appraisal rights available to Bayview shareholders in connection with the Extension Amendment Proposal.\n\n**Q.**\n**How\nare the funds in the Trust Account currently being held?**\n\n**A.**\nThe\nfunds in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money\nmarket funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government\ntreasury obligations.\n\n**Q.**\n**If\nI am a Public Shareholder, can I exercise redemption rights with respect to my Public Shares?**\n\n**A.**\nYes.\nIf you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash\nprovided that you follow the procedures and deadlines described elsewhere in this Proxy Statement. Public Shareholders may elect\nto redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of proposals. If you wish\nto exercise your redemption rights, please see the answer to the question: “*How do I exercise my redemption rights?*”.\n\nNotwithstanding\nthe foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any\nother person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the\nExchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares,\nwithout the Company’s prior written consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks\nto redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.\n\n**Q.**\n**If\nI own Public Rights, can I exercise redemption rights with respect to my Public Rights?**\n\n**A.**\nNo.\nThe holders of Public Rights have no redemption rights with respect to such Public Rights.\n\n**Q.**\n**If\nI am a Unit holder, can I exercise redemption rights with respect to my Units?**\n\n**A.**\nNo.\nHolders of outstanding Units must separate the underlying Public Shares and Public Rights prior to exercising redemption rights with\nrespect to the Public Shares.\n\nIf\nyou hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee with written instructions\nto separate such Units into Public Shares and Public Rights. This must be completed far enough in advance to permit the mailing of the\nPublic Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from\nthe Units. See “*How do I exercise my redemption rights?*” below. The address of the Trustee is listed under the question\n“*Who can help answer my questions?*” below.\n\n10\n\nIf\na broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units.\nYour nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to\nbe split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal\nof the relevant Units and a deposit of an equal number of Public Shares and Public Rights. This must be completed far enough in advance\nto permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically\ndone electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail\nto cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.\n\n**Q.**\n**What\ndo I need to do now?**\n\n**A.**\nYou\nare urged to read carefully and consider the information contained in this Proxy Statement, and to consider how the Extension Amendment\nProposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote\nas soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card or, if you\nhold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or\nnominee.\n\n**Q.**\n**How\ndo I exercise my redemption rights?**\n\n**A.**\nIn\nconnection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal and contingent upon the effectiveness\nof the implementation of the Extension and Extension Amendment, Bayview shareholders may seek to redeem all or a portion of their\nPublic Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to\nthe aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not\npreviously released to Bayview to pay its taxes, divided by the number of then outstanding Public Shares, subject to the limitations\ndescribed in the final prospectus, dated December 14, 2023 filed in connection with the IPO. In addition, pursuant to the Existing\nCharter, Bayview may not redeem Public Shares in an amount that would cause our net tangible assets (after payment of the deferred\nunderwriting commissions) to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing,\neven if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Bayview may nevertheless choose\nto liquidate on the Termination Date.\n\nPursuant\nto our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if\nthe Extension is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed\nonly if you:\n\n(i)\n(a)\nhold Public Shares or (b) hold Public Shares through Units and elect to separate your Units into the underlying Public Shares and\nPublic Rights prior to exercising your redemption rights with respect to the Public Shares;\n\n(ii)\nsubmit\na written request to the Trustee including the legal name, phone number and address of the beneficial owner of the Public Shares\nfor which redemption is requested, that Bayview redeem all or a portion of your Public Shares for cash; and\n\n(iii)\ndeliver\nyour share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or electronically\nthrough DTC.\n\nHolders\nmust complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time,\non May 26, 2026 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares\nto be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension Amendment\nProposal or the Trust Agreement Amendment Proposal. If the Extension and Extension Amendment are not consummated, the Public Shares will\nbe returned to the respective holder, broker or bank. The address of Bayview’s transfer agent is listed under the question “*Who\ncan help answer my questions?*” below. Bayview requests that any requests for redemption include the identity as to the beneficial\nowner making such request, including such beneficial owner’s legal name, phone number, and address.\n\n11\n\nA\nphysical share certificate will not be needed if your shares are delivered to Bayview’s transfer agent electronically. In order\nto obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Bayview’s transfer agent will\nneed to act to facilitate the request. It is Bayview’s understanding that shareholders should generally be allowed at least one\nweek to obtain physical certificates from the transfer agent. However, because Bayview does not have any control over this process or\nover the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than\nanticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates\nby the deadline for exercising their redemption rights and thus will be unable to redeem their shares.\n\nAny\ndemand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter,\nwith Bayview’s consent, until a vote is taken with respect to the Extension and Extension Amendment, if any. If you delivered your\nshares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request\nthat the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number\nor address listed under the question “*Who can help answer my questions?*”\n\nBayview\nshareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name”\nare required to either tender their certificates to the transfer agent prior to the date set forth in this Proxy Statement, or up to\ntwo (2) business days prior to the scheduled vote at the Extraordinary General Meeting, or to deliver their shares to the transfer agent\nelectronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery\nprior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension\nAmendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension and Extension Amendment are effected.\n\nThere\nis a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through\nthe DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether\nor not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders\nseeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising\nredemption rights, regardless of the timing of when such delivery must be effectuated.\n\n**Q.**\n**What\nshould I do if I receive more than one (1) set of voting materials for the Extraordinary General Meeting?**\n\n**A.**\nYou\nmay receive more than one set of voting materials for the Extraordinary General Meeting, including multiple copies of this Proxy\nStatement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account,\nyou will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record\nand your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and\nreturn each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.\n\n**Q.**\n**Who\nwill solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?**\n\n**A.**\nBayview\nwill pay the cost of soliciting proxies for the Extraordinary General Meeting. Bayview has engaged D.F. King & Co., Inc. (“*D.F.\nKing*”) to assist in the solicitation of proxies for the Extraordinary General Meeting. Bayview will also reimburse banks,\nbrokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding\nsoliciting materials to beneficial owners of Ordinary Shares and in obtaining voting instructions from those owners. The directors,\nofficers and employees of Bayview may also solicit proxies by telephone, by facsimile, by mail or on the internet. They will not\nbe paid any additional amounts for soliciting proxies.\n\n12\n\n**Q.**\n**Who\ncan help answer my questions?**\n\n**A.**\nIf\nyou have questions about the proposals or if you need additional copies of this Proxy Statement or the enclosed proxy card you should\ncontact:\n\nBayview\nAcquisition Corp\n\n420\nLexington Ave, Suite 2446\n\nNew\nYork, NY 10170\n\nTel:\n(347) 627-0058\n\nYou\nmay also contact the proxy solicitor for Bayview at:\n\nD.F.\nKing & Co., Inc.\n\n48\nWall Street, 22nd Floor\n\nNew\nYork, NY 10005\n\nCall\nToll Free: (800) 848-3051\n\nBanks\nand Brokers Call Collect: (212) 231-0055\n\nEmail:\nBAYA@dfking.com\n\nTo\nobtain timely delivery, Bayview shareholders must request the materials no later than May 21, 2026, or five (5) business days prior to\nthe date of the Extraordinary General Meeting. You may also obtain additional information about Bayview from documents filed with the\nSEC by following the instructions in the section entitled “*Where You Can Find More Information*.”\n\nIf\nyou intend to seek redemption of your Public Shares, you will need to demand redemption and deliver your Public Shares (either physically\nor electronically) to the transfer agent on or before 5:00 p.m. Eastern Time on May 26, 2026 (two business days before the scheduled\nvote at the Extraordinary General Meeting) in accordance with the procedures detailed under the question “*How do I exercise\nmy redemption rights?*”. If you have questions regarding the certification of your position or delivery of your Public Shares,\nplease contact the transfer agent:\n\nEQ\nShareowner Services\n\n1110\nCentre Pointe Curve Suite 101\n\nMendota\nHeights MN 55120\n\nAttn:\nSPAC SUPPORT\n\nEmail:\nspacsupport@equiniti.com\n\n13\n\n**EXTRAORDINARY\nGENERAL MEETING OF BAYVIEW**\n\nThis\nProxy Statement is being provided to Bayview shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary\nGeneral Meeting of Bayview shareholders to be held on May 28, 2026, and at any adjournment thereof. This Proxy Statement contains important\ninformation regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information you may find\nuseful in determining how to vote and voting procedures.\n\nThis\nProxy Statement is being first mailed on or about May 11, 2026 to all shareholders of record of Bayview as of May 4, 2026, the\nRecord Date for the Extraordinary General Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record\nDate are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.\n\n**Date,\nTime and Place of Extraordinary General Meeting**\n\nThe\nExtraordinary General Meeting will be held at 9:30 a.m. Eastern Standard Time on May 28, 2026, at the offices of Winston & Strawn\nLLP, located at 800 Capitol Street, Suite 2400, Houston, TX 77002 and virtually via live webcast by visiting https://edge.media-server.com/mmc/p/xuosu8xk,\npassword: bayview2026 and entering the voter control number included on your proxy card. The Extraordinary General Meeting may be held\nat such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.\n\n**Proposals\nat the Extraordinary General Meeting**\n\nAt\nthe Extraordinary General Meeting, Bayview shareholders will consider and vote on the following proposals:\n\n●\n*Proposal\nNo. 1—Extension Amendment Proposal*—A proposal, by special resolution, to further amend certain articles of the Existing\nCharter to reflect the extended deadline by which the Company must consummate a Business Combination from June 19, 2026 to December\n19, 2026 (i.e., thirty-six (36) months after the consummation of its IPO);\n\n●\n*Proposal\nNo. 2—Trust Agreement Amendment Proposal*—A proposal to further amend Bayview’s investment management trust\nagreement, dated as of December 14, 2023, (as amended, the “*Trust Agreement*”), by and between the Company and\nEquiniti Trust Company, LLC (the “*Trustee*”), to allow the Company to extend the Termination Date up to six (6)\ntimes, with all six (6) extensions comprised of one month each from the Termination Date to December 19, 2026 (the “*Trust\nAgreement Amendment*”) by providing five days’ advance notice to the Trustee prior to the applicable Termination Date\nand depositing into the Trust Account $50,000 for each month in an Extension until December 19, 2026 (assuming a Business Combination\nhas not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a Business Combination\n(the “*Trust Agreement Amendment Proposal*”); and\n\n●\n*Proposal\nNo. 3—Adjournment Proposal*—A proposal, by ordinary resolution to adjourn the Extraordinary General Meeting to a later\ndate or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of\nthe Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement\nAmendment Proposal or to provide additional time to effectuate the Extension and Extension Amendment.\n\n**Voting\nPower; Record Date**\n\nAs\na shareholder of Bayview, you have a right to vote on certain matters affecting Bayview. The proposals that will be presented at the\nExtraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this Proxy Statement.\nYou will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own Ordinary Shares at the close\nof business on May 4, 2026, which is the Record Date for the Extraordinary General Meeting. You are entitled to one (1) vote for each\nOrdinary Share that you own as of the close of business on the Record Date. If your shares are held in “street name” or are\nin a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you\nbeneficially own are properly counted. On the Record Date, there were 2,738,292 issued and outstanding shares, of which 1,005,792 shares\nwere held by holders of Public Shares and 1,732,500 shares were held by the initial shareholders.\n\n**Recommendation\nof the Board**\n\n**THE\nBOARD RECOMMENDS**\n\n**THAT\nYOU VOTE “FOR” EACH OF THESE PROPOSALS**\n\n** **\n\n14\n\n**Quorum\nand Required Vote for Proposals for the Extraordinary General Meeting**\n\nThe\npresence, in person (including virtually) or by proxy, at the Extraordinary General Meeting of the holders of a majority of the outstanding\nshares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct of business\nat the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how\nto vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes\nof determining whether a quorum is present at the Extraordinary General Meeting and will not have any effect on the outcome of votes\nof the proposals. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you\nmay withdraw your proxy and vote in person.\n\nThe\napproval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being a resolution passed by a majority\nof at least two-thirds (2/3) of the votes cast by the shareholders entitled to vote and who, being present in person or represented by\nproxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Approval of the Trust Agreement Amendment\nProposal requires the affirmative vote of at least sixty-five percent (65%) of the then outstanding Ordinary Shares pursuant to the Trust\nAgreement. The Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by at least a\nsimple majority of the votes cast by the shareholders entitled to vote and who, being present in person or represented by proxy at the\nExtraordinary General Meeting or any adjournment thereof, vote on such matter.\n\nOn\nthe Record Date, the Sponsors, Bayview’s directors, officers and its initial shareholders and their respective affiliates beneficially\nowned and were entitled to vote an aggregate of 1,500,000 Founder Shares and 232,500 shares underlying the Private Placement Units held\nby the Sponsors and the officers and directors of Bayview, representing approximately 63.3% of Bayview’s issued and outstanding\nOrdinary Shares. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to\nthe Founder Shares, the Company will need 93,028 Public Shares, or 9.2% of the outstanding Public Shares, to vote in favor of the Extension\nAmendment Proposal to approve such proposal. Approval of the Trust Agreement Amendment Proposal requires, pursuant to the Trust Agreement,\nthe affirmative vote of at least sixty-five percent (65%) of the then outstanding Ordinary Shares. To approve the Adjournment Proposal,\nassuming all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the\nCompany will need 0 Public Shares, or 0% of the outstanding Public Shares, to vote in favor of the Adjournment Proposal to approve such\nproposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment\nProposal and Trust Agreement Amendment Proposal at the Extraordinary General Meeting.\n\n**It\nis possible that Bayview will not be able to complete its initial Business Combination on or before the Termination Date, or December\n19, 2026 (if validly extended in accordance with the Existing Charter as amended by the Extension Amendment), if the Extension Amendment\nProposal and the Trust Agreement Amendment Proposal are approved. If Bayview fails to complete its initial Business Combination on or\nbefore the Termination Date, or December 19, 2026 (if validly extended in accordance with the Existing Charter as amended by the Extension\nAmendment), if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, Bayview will be required to dissolve\nand liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares.**\n\n**Voting\nYour Shares—Shareholders of Record**\n\nIf\nyou are a Bayview shareholder of record, you may vote in person, by mail, internet or telephone. Each Ordinary Share that you own in\nyour name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your one (1) or more proxy cards\nshow the number of Ordinary Shares that you own.\n\n15\n\n**Voting\nin Person**. If you are a holder of record of Ordinary Shares on the Record Date, you may attend the Extraordinary General Meeting\nheld at the offices of Winston & Strawn LLP, located at 800 Capitol Street, Suite 2400, Houston, Texas, 77002 United States.\n\n**Voting\nby Mail**. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope\nprovided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals\nnamed on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign\nand return the proxy card even if you plan to virtually attend the Extraordinary General Meeting so that your shares will be voted if\nyou are unable to virtually attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that\nyour shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you\nhold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided\nto you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.\nIf you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as\nrecommended by the Board. The Board recommends voting “FOR” the Extension Amendment Proposal, “FOR” the Trust\nAgreement Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 11:59 p.m.,\nNew York Time, on May 27, 2026.\n\n**Voting\nby Internet**. Shareholders who have received a copy of the proxy card by mail may be able to vote over the internet by visiting https://edge.media-server.com/mmc/p/xuosu8xk,\npassword: bayview2026 and entering the voter control number included on their proxy card.\n\n**Voting\nYour Shares—Beneficial Owners**\n\nIf\nyour shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares\nand those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name\nof your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that\norganization rather than directly from Bayview. Simply complete and mail the proxy card to ensure that your vote is counted. You may\nbe eligible to vote your shares electronically over the internet or by telephone. A large number of banks and brokerage firms offer internet\nand telephone voting. If your bank or brokerage firm does not offer internet or telephone voting information, please complete and return\nyour proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must\nfirst obtain a valid legal proxy from your broker, bank or other agent and then register in advance to virtually attend the Extraordinary\nGeneral Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank\nto request a legal proxy form.\n\nAfter\nobtaining a valid legal proxy from your broker, bank or other agent, you must then register to virtually attend the Extraordinary General\nMeeting by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address to the Trustee.\nWritten requests can be mailed to:\n\nEQ\nShareowner Services\n\n1110\nCentre Pointe Curve Suite 101\n\nMendota\nHeights MN 55120\n\nAttn:\nSPAC SUPPORT\n\nEmail:\nspacsupport@equiniti.com\n\nRequests\nfor registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., New York Time, on May 21,\n2026.\n\nYou\nwill receive a confirmation of your registration by email after Bayview receives your registration materials. You may virtually attend\nthe Extraordinary General Meeting by visiting https://edge.media-server.com/mmc/p/xuosu8xk, password: bayview2026 and entering the voter\ncontrol number included on your proxy card. You will also need a voter control number included on your proxy card in order to be able\nto vote your shares or submit questions during the Extraordinary General Meeting. Follow the instructions provided to vote. Bayview encourages\nyou to access the Extraordinary General Meeting prior to the start time leaving ample time for the check in.\n\n**Attending\nthe Extraordinary General Meeting**\n\nThe\nExtraordinary General Meeting will be held at 9:30 a.m. Eastern Standard Time, on May 28, 2026, at the offices of Winston & Strawn\nLLP, located at 800 Capitol Street, Suite 2400, Houston, TX 77002 and virtually via live webcast at https://edge.media-server.com/mmc/p/xuosu8xk,\npassword: bayview2026. You will be able to attend the Extraordinary General Meeting virtually by logging into the meeting website and\nentering the voter control number included on your proxy card. In order to vote or submit a question during the Extraordinary General\nMeeting, you will also need the voter control number included on your proxy card. If you do not have the control number, you will be\nable to listen to the Extraordinary General Meeting only by registering as a guest and you will not be able to vote or submit your questions\nduring the Extraordinary General Meeting.\n\n16\n\n**Revoking\nYour Proxy**\n\nIf\nyou give a proxy, you may revoke it at any time before the Extraordinary General Meeting or at the Extraordinary General Meeting by doing\nany one of the following:\n\n●\nyou\nmay send another proxy card with a later date;\n\n●\nyou\nmay notify Bayview’s Chief Executive Officer in writing to Bayview Acquisition Corp, 420 Lexington Ave, Suite 2446, New York,\nNY 10170, Attention: Xin Wang before the Extraordinary General Meeting that you have revoked your proxy; or\n\n●\nyou\nmay attend the Extraordinary General Meeting, revoke your proxy, and vote in person (including virtually), as indicated above.\n\n**No\nAdditional Matters**\n\nThe\nExtraordinary General Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Trust\nAgreement Amendment Proposal and the Adjournment Proposal. Under the Existing Charter, other than procedural matters incident to the\nconduct of the Extraordinary General Meeting, no other matters may be considered at the Extraordinary General Meeting if they are not\nincluded in this Proxy Statement, which serves as the notice of the Extraordinary General Meeting.\n\n**Who\nCan Answer Your Questions about Voting**\n\nIf\nyou have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call D.F. King, Bayview’s\nproxy solicitor by calling toll-free (within the U.S. or Canada): (800) 848-3051 or banks and brokers can call collect at: (212) 231-0055\nor by emailing BAYA@dfking.com.\n\n**Redemption\nRights**\n\nIn\nconnection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of Extension Amendment,\neach holder of Public Shares may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available\nin the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including\ninterest earned on the funds held in the Trust Account and not previously released to Bayview to pay its taxes, divided by the number\nof then outstanding Public Shares, subject to the limitations described in the final prospectus, dated December 14, 2023, filed in connection\nwith the IPO. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares.\nIn addition, pursuant to the Existing Charter, Bayview may not redeem Public Shares in an amount that would cause our net tangible assets\n(after payment of the deferred underwriting commissions) to be less than $5,000,001, which condition may not be waived by the Board.\nNotwithstanding the foregoing, even if the Extension Amendment Proposal is approved, Bayview may nevertheless choose to liquidate on\nthe Termination Date.\n\nPursuant\nto our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if\nthe Extension and Extension Amendment are consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public\nShares to be redeemed only if you:\n\n(i)\n(a) hold Public Shares or (b) hold Public Shares through Units and elect to separate your Units into the underlying Public Shares and\nPublic Rights prior to exercising your redemption rights with respect to the Public Shares;\n\n(ii)\nsubmit a written request to the Trustee including the legal name, phone number and address of the beneficial owner of the Public Shares\nfor which redemption is requested, that Bayview redeem all or a portion of your Public Shares for cash; and\n\n(iii)\ndeliver your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or\nelectronically through DTC.\n\n17\n\nHolders\nmust complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time,\non May 26, 2026 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares\nto be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension Amendment\nProposal or the Trust Agreement Amendment Proposal. If the Extension and Extension Amendment are not consummated, the Public Shares will\nbe returned to the respective holder, broker or bank. The address of Bayview’s transfer agent is listed under the question “*Who\ncan help answer my questions?*” below. Bayview requests that any requests for redemption include the identity as to the beneficial\nowner making such request, including such beneficial owner’s legal name, phone number, and address.\n\nA\nphysical share certificate will not be needed if your shares are delivered to Bayview’s transfer agent electronically. In order\nto obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Bayview’s transfer agent will\nneed to act to facilitate the request. It is Bayview’s understanding that shareholders should generally be allowed at least one\nweek to obtain physical certificates from the transfer agent. However, because Bayview does not have any control over this process or\nover the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than\nanticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates\nby the deadline for exercising their redemption rights and thus will be unable to redeem their shares.\n\nAny\ndemand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter,\nwith Bayview’s consent, until a vote is taken with respect to the Extension and Extension Amendment, if any. If you delivered your\nshares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request\nthat the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number\nor address listed under the question “*Who can help answer my questions?*”\n\nBayview\nshareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name”\nare required to either tender their certificates to the transfer agent prior to the date set forth in this Proxy Statement, or up to\ntwo (2) business days prior to the scheduled vote at the Extraordinary General Meeting, or to deliver their shares to the transfer agent\nelectronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery\nprior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension\nAmendment Proposal is approved and the Extension and Extension Amendment are effected.\n\nThere\nis a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through\nthe DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether\nor not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders\nseeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising\nredemption rights, regardless of the timing of when such delivery must be effectuated.\n\nEach\nredemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities\nwith a fair value of approximately $12,103,085.50 as of the Record Date. Prior to their exercising redemption rights, Bayview\nshareholders should verify the market price of the Ordinary Shares, as shareholders may receive higher proceeds from the sale of their\nOrdinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption\nprice. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share\nis lower than the redemption price stated above, as there may not be sufficient liquidity in the Ordinary Shares when you wish to sell\nyour shares.\n\n**If\nyou exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro\nrata share of the aggregate amount then on deposit in the Trust Account**. You will have no right to participate in, or have any interest\nin, the future growth of Bayview, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely\ndemand redemption.\n\n18\n\nNotwithstanding\nthe foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any\nother person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the\nExchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares,\nwithout the Company’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem\nmore than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.\n\nIf\nthe Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Extension and Extension Amendment\nimplemented, and if and a Business Combination is not consummated by the Termination Date, or such later date that may be approved by\nBayview shareholders, Bayview will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such\naccount to the holders of Public Shares and all of Bayview’s rights will expire worthless.\n\n**Appraisal\nRights**\n\nThere\nare no appraisal rights available to Bayview shareholders in connection with the Extension Amendment Proposal or the Trust Agreement\nAmendment Proposal.\n\n**Proxy\nSolicitation Costs**\n\nBayview\nis soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on\nthe internet. Bayview has engaged D.F. King to assist in the solicitation of proxies for the Extraordinary General Meeting. Bayview and\nits directors, officers and employees may also solicit proxies on the internet. Bayview will ask banks, brokers and other institutions,\nnominees and fiduciaries to forward this Proxy Statement and the related proxy materials to their principals and to obtain their authority\nto execute proxies and voting instructions.\n\nBayview\nwill bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this\nProxy Statement and the related proxy materials. Bayview will reimburse brokerage firms and other custodians for their reasonable out-of-pocket\nexpenses for forwarding this Proxy Statement and the related proxy materials to Bayview shareholders. Directors, officers and employees\nof Bayview who solicit proxies will not be paid any additional compensation for soliciting.\n\n**Interests\nof the Initial Shareholders**\n\nIn\nconsidering the recommendation of the Board to vote in favor of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal\nshareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in consummating\na Business Combination that are different from, or in addition to, those of other shareholders generally. Bayview’s directors are\naware of and will consider these interests, among other matters, in evaluating a potential Business Combination, in recommending to shareholders\nthat they approve a Business Combination and in agreeing to vote their shares in favor of a Business Combination. Shareholders should\ntake these interests into account in deciding whether to approve a Business Combination. These interests include, among other things:\n\n●\nIf\nthe Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated\nby the Termination Date, or such later date that may be approved by Bayview shareholders, Bayview will cease all operations except\nfor the purpose of winding up, redeeming 100% of the outstanding Bayview Public Shares for cash and, subject to the approval of its\nremaining shareholders and the Board, dissolving and liquidating. In such event, the Founder Shares held by the Sponsors and Bayview’s\ndirectors and officers, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, or approximately $0.017\nper share, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect\nto such shares. Such shares had an aggregate market value of approximately $18,000,000 based upon the closing price of $12.00\nper share on Nasdaq on the Record Date.\n\n19\n\n●\nSimultaneously\nwith the closing of the IPO, the Company consummated the sale of 232,500 Private Placement Units at a price of $10.00 per Private\nPlacement Unit in a private placement to the Sponsors, generating total gross proceeds of $2,325,000. The Private Placement Units\nand Ordinary Shares underlying the Private Placement Units will become worthless if Bayview does not consummate a Business Combination\nby the Termination Date or such later date that may be approved by Bayview shareholders in accordance with the Existing Charter.\n\n●\nThe\nSponsors and Bayview’s directors and officers paid significantly less for their Founder Shares than other Public Shareholders\npaid for their Public Shares purchased in the IPO or shares purchased in the open market thereafter. As a result, if a Business Combination\nis completed, the Sponsors, officers and directors are likely to be able to make a substantial profit on their investment in us even\nat a time when the Ordinary Shares have lost significant value. On the other hand, if the Extension Amendment Proposal is not approved\nand the Company liquidates without completing its Business Combination before the Termination Date, the Sponsors, officers and directors\nwill lose their entire investment in us.\n\n●\nWith\ncertain limited exceptions, 50% of the Founder Shares and Private Placement Units (and underlying securities) will not be transferable,\nassignable by our founders until the earlier to occur of: (A) six months after the date of the consummation of our Business Combination,\nor (B) the date on which the closing price of our Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits,\nshare dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after\nour Business Combination and the remaining 50% of the Founder Shares and Private Placement Units (and underlying securities) may\nnot be transferred, assigned or sold until six months after the date of the consummation of our Business Combination, or earlier,\nin either case, if, subsequent to our Business Combination, we consummate a subsequent liquidation, merger, stock exchange or other\nsimilar transaction which results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities\nor other property. The Sponsors and Bayview’s directors and officers own the Private Placement Units. If the Extension Amendment\nProposal is not approved and the Company liquidates without completing its Business Combination before the Termination Date, the\nsecurities underlying the Private Placement Units will be worthless.\n\n●\nOur\nSponsors has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products\nsold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount\nof funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per public share held in the Trust\nAccount as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net\nof the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who\nexecuted a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the\nunderwriters of the IPO against certain liabilities, including liabilities under the Securities Act.\n\n●\nThe\nExisting Charter contains a waiver of the corporate opportunity doctrine, and there could have been Business Combination targets\nthat have been appropriate for a combination with Bayview but were not offered due to a Bayview director’s duties to another\nentity. Bayview does not believe that the waiver of the corporate opportunity doctrine in its Existing Charter interfered with its\nability to identify an acquisition target.\n\nAdditionally,\nif the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and Bayview consummates an initial Business\nCombination, the officers and directors of Bayview may have additional interests as described in the Proxy Statement/prospectus for such\ntransaction.\n\n20\n\n**PROPOSAL\nNO. 1—THE EXTENSION AMENDMENT PROPOSAL**\n\n**Overview**\n\nBayview\nis a blank check company incorporated under the laws of the Cayman Islands on February 16, 2023, for the purpose of effecting a merger,\nshare exchange, asset acquisition, share purchase, reorganization or similar Business Combination, with one or more businesses, without\nlimitation as to business, industry or sector. Bayview has reviewed, and continues to review, a number of opportunities to enter into\na Business Combination, but we are not able to determine at this time whether we will complete a Business Combination with any of the\ntarget businesses that we have reviewed or with any other target business. We also have neither engaged in any operations nor generated\nany revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act\nbecause we have no operations and nominal assets consisting almost entirely of cash.\n\nOn\nJanuary 4, 2023, Bayview consummated its IPO of 6,000,000 Units. Each Unit consists of one Ordinary Share, par value $0.0001 per share,\nand one Public Right, with each Public Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the completion\nof an initial Business Combination, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross\nproceeds of $60,000,000. On January 28, 2024, Chardan Capital Markets, LLC did not exercise their over-allotment option and hence a total\nof 225,000 ordinary shares were forfeited by the Sponsors.\n\nSimultaneously\nwith the closing of the IPO, the Company completed the sale of 232,500 private units to the Sponsors at a purchase price of $10.00 per\nPrivate Placement Unit, generating gross proceeds to the Company of $2,325,000. Transaction costs amounted to $4,341,321 consisting of\n$1,200,000 of underwriting discount, $2,100,000 of deferred underwriting commission and $1,041,321 of other offering costs.\n\nLike\nmost blank check companies, the Existing Charter provides for the return of the IPO proceeds held in trust to the holders of Public Shares\nsold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date.\n\nBayview\nis proposing to further amend its Existing Charter to reflect the extended deadline by which the Company must consummate a Business Combination\nfrom June 19, 2026 to December 19, 2026 (i.e., thirty-six (36) months after the consummation of its IPO) by depositing into the Trust\nAccount, for each monthly extension, the Extension Payment two (2) days prior to such Extension.\n\n**Proposed\nBusiness Combination**\n\n** **\n\nOn\nJune 7, 2024, Bayview entered into a business combination agreement (the “*Merger Agreement*”) with Oabay Holding Company,\na Cayman Islands exempted company (“*PubCo*”), Bayview Merger Sub 1 Limited, a Cayman Islands exempted company and a\nwholly-owned subsidiary of PubCo (“*Merger Sub 1*”), Oabay Merger Sub Limited, a Cayman Islands exempted company and\na wholly-owned subsidiary of PubCo (“*Merger Sub 3*”), and Oabay Inc, a Cayman Islands exempted company (“*Oabay*”).\nHowever, there can be no guarantee the business combination with Bayview and Oabay will be consummated. If it is not consummated, the\nExtension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, will allow Bayview\nadditional time to complete an initial business combination (a “*Business Combination*”).\n\nPursuant\nto the terms of the Merger Agreement, (i) Oabay Merger Sub will merge with and into Oabay, with Oabay surviving such merger as a wholly-owned\nsubsidiary of PubCo (the “*Acquisition Merger*”); and (ii) Bayview Merger Sub 1 will merge with and into Bayview, with\nBayview surviving such merger (the “*First SPAC Merger*” and together with the Acquisition Merger, the “*Mergers*”).\nThe Merger Agreement and the Mergers were unanimously approved by the Board.\n\n21\n\n**Reasons\nfor the Extension Amendment Proposal**\n\nThe\nExisting Charter currently provides that Bayview has until the Termination Date to complete an initial Business Combination. Bayview\nand its officers and directors agreed that they would not seek to amend the Existing Charter to allow for a longer period of time to\ncomplete a Business Combination unless Bayview provided holders of its Public Shares with the right to seek redemption of their Public\nShares in connection therewith. The Board has determined that it is in the best interests of Bayview and its shareholders as a whole\nto effectuate the Extension and have Bayview shareholders approve the Extension Amendment Proposal to allow for additional time to consummate\na Business Combination. The Board believes that the current Termination Date will not provide sufficient time to complete a Business\nCombination. Given Bayview’s commitment of time, effort and financial resources to date with respect to identifying a Business\nCombination target, circumstances warrant providing Public Shareholders with additional time and opportunity to consider a prospective\nBusiness Combination. However, even if the Extension Amendment Proposal is approved and the Extension and Extension Amendment are implemented,\nthere is no assurance that Bayview will be able to consummate a Business Combination by June 19, 2026, or December 19, 2026, if validly\nextended in accordance with the Existing Charter as amended by the Extension Amendment, given the actions that must occur prior to closing\nof a Business Combination.\n\nPursuant\nto the Existing Charter and the Trust Agreement, we have up to the Termination Date to complete a Business Combination. If the Extension\nAmendment Proposal is approved, we may, by resolution of directors, at the request of our Sponsors, extend the date by which the Company\nmust consummate a Business Combination up to six (6) times, each by an additional one (1) month (for a total of up to six (6) months\nafter June 19, 2026) to complete a Business Combination), subject to the Sponsors (as defined in the Existing Charter) upon five days’\nadvance notice prior to the applicable deadline in accordance with the terms set out in the Trust Agreement and referred to in the Registration\nStatement (as defined in the Existing Charter), depositing additional funds into the Trust Account in an Extension. In the event that\nour Sponsors elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the Extension Payment\ninto the Trust Account, the Sponsors will receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension\nPayment, which amount will not be repaid in the event that we are unable to close a Business Combination unless there are funds available\noutside the Trust Account to do so. In the event that we receive notice from our Sponsors five days prior to the applicable Business\nCombination deadline of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension at least\nthree days prior to the applicable Business Combination deadline. Our Sponsors and its affiliates or designees are not obligated to fund\nthe Trust Account to extend the time for us to complete our Business Combination. To the extent that some, but not all, of our Sponsors’\naffiliates or designees, decide to extend the period of time to consummate our Business Combination, such affiliates or designees may\ndeposit the entire amount required. If we are unable to consummate our Business Combination within such time period, we will, as promptly\nas possible but not more than 10 business days thereafter, redeem 100% of our outstanding ordinary shares, par value $0.0001 per share\nfor a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held\nin the Trust Account and not previously released to us to pay our taxes if any (less up to US$100,000 of interest to pay liquidation\nand dissolution expenses), and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result\nof claims of creditors which may take priority over the claims of our Public Shareholders. In the event of our dissolution and liquidation,\nthe rights will expire and be worthless.\n\nThe\nExtension Amendment Proposal is essential to allowing Bayview additional time to consummate a Business Combination in the event a Business\nCombination is for any reason not completed on or before the Termination Date. Approval of the Extension Amendment Proposal is a condition\nto the implementation of the Extension. In addition, pursuant to the Existing Charter, Bayview may not redeem Public Shares in an amount\nthat would cause our net tangible assets (after payment of the deferred underwriting commissions) to be less than $5,000,001, which condition\nmay not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal is approved, Bayview may nevertheless\nchoose to liquidate on the Termination Date.\n\n**If\nthe Extension Amendment Proposal is Not Approved**\n\nThe\napproval of the Extension Amendment Proposal is essential to the implementation of our Board’s plan to extend the date by which\nwe must consummate our initial Business Combination. Therefore, the Extension cannot be implemented unless our shareholders approve the\nExtension Amendment Proposal and the other conditions to implementing the Extension and Extension Amendment are satisfied or waived.\nIf the Extension Amendment Proposal is not approved and a Business Combination is not consummated by the Termination Date or June 19,\n2026 upon all extensions of the Termination Date validly made in accordance with the Existing Charter, or such later date that may be\napproved by Bayview shareholders, Bayview will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably\npossible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the\naggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously\nreleased to us to pay our taxes if any (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the\nnumber of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders\n(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such\nredemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each\ncase to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.\n\n22\n\nThe\ninitial shareholders have waived their rights to participate in any liquidation distribution with respect to the 1,500,000 Founder Shares\nand 232,500 shares underlying the Private Placement Units held by them. There will be no distribution from the Trust Account with respect\nto Bayview’s rights, which will expire worthless in the event Bayview dissolves and liquidates the Trust Account.\n\n**If\nthe Extension Amendment Proposal is Approved**\n\nIf\nthe Extension Amendment Proposal is approved, the Existing Charter will be amended pursuant to the Extension Amendment Proposal set out\non the notice of the Extraordinary General Meeting with immediate effect and Bayview will proceed to file the special resolution, together\nwith other necessary documents, with the Cayman Islands Registrar of Companies. The Existing Charter as such amended will give the Company\nthe right to extend the deadline by which the Company must consummate a Business Combination from June 19, 2026 to December 19, 2026\n(i.e., thirty-six (36) months after the consummation of its IPO). Bayview will then continue to attempt to consummate a Business Combination\nby June 19, 2026, or December 19, 2026, if validly extended in accordance with the Existing Charter as amended by the Extension Amendment.\nBayview will remain a reporting company under the Exchange Act and its Units, Public Shares and Public Rights will remain publicly traded\nduring this time.\n\nYou\nare not being asked to vote on a Business Combination at the Extraordinary General Meeting. If the Extension is implemented and you do\nnot elect to redeem your Public Shares, provided that you are a shareholder on the record date for a meeting to consider a Business Combination,\nyou will retain the right to vote on a Business Combination when it is submitted to shareholders and the right to redeem your Public\nShares for cash in the event a Business Combination is approved and completed or we have not consummated a Business Combination by June\n19, 2026, or December 19, 2026, if validly extended in accordance with the Existing Charter as amended by the Extension Amendment. If\nBayview enters into a definitive agreement with a target to consummate a Business Combination, the vote by Bayview shareholders to approve\nsuch Business Combination will occur at a separate meeting of Bayview shareholders, to be held at a later date, and the solicitation\nof proxies from Bayview shareholders in connection with such separate meeting, and the related right of Bayview shareholders to redeem\nin connection with such Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with\nthe Extension Amendment Proposal), will be the subject of a separate Proxy Statement/prospectus. If you want to ensure your Public Shares\nare redeemed in the event the Extension Amendment Proposal is implemented, you should elect to “redeem” your Public Shares\nin connection with the Extraordinary General Meeting.\n\n**Redemption\nRights**\n\nIn\nconnection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each Public\nShareholder may seek to redeem all or a portion of its Public Shares for a pro rata portion of the funds available in the Trust Account,\nless any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares\nfor cash and will no longer own the shares. In addition, pursuant to the Existing Charter, Bayview may not redeem Public Shares in an\namount that would cause our net tangible assets (after payment of the deferred underwriting commissions) to be less than $5,000,001,\nwhich condition may not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal is approved,\nBayview may nevertheless choose to liquidate on the Termination Date.\n\nNotwithstanding\nthe foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any\nother person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the\nExchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares,\nwithout the Company’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem\nmore than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.\n\nPlease\nsee the section titled “*Extraordinary General Meeting—Redemption Rights*” for more information on how to exercise\nyour redemption rights.\n\n23\n\n**U.S.\nFederal Income Tax Considerations for Shareholders Exercising Redemption Rights**\n\nThe\nfollowing is a discussion of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) that elect\nto have their Public Shares redeemed for cash if the Extension Amendment Proposal is approved. This discussion applies only to Public\nShares that are held as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion\ndoes not describe all of the U.S. federal income tax consequences that may be relevant to holders in light of their particular circumstances\nor status and generally does not discuss the tax consequences that may apply to a holder subject to special rules under U.S. federal\nincome tax law, including:\n\n●\nthe\nSponsors or our directors and officers;\n\n●\nfinancial\ninstitutions or financial services entities;\n\n●\nbroker-dealers;\n\n●\ntaxpayers\nthat are subject to the mark-to-market method of accounting;\n\n●\ntax-exempt\nentities;\n\n●\ngovernments\nor agencies or instrumentalities thereof;\n\n●\ninsurance\ncompanies;\n\n●\nregulated\ninvestment companies or real estate investment trusts;\n\n●\nexpatriates\nor former long-term residents of the United States;\n\n●\npersons\nthat actually or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes\nof our shares;\n\n●\npersons\nthat acquired Public Shares pursuant to an exercise of employee share options or upon payout of a restricted share unit, in connection\nwith employee share incentive plans or otherwise as compensation or in connection with the performance of services;\n\n●\npersons\nthat hold Public Shares as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;\n\n●\npersons\nwhose functional currency is not the U.S. dollar;\n\n●\ncontrolled\nforeign corporations; or\n\n●\npassive\nforeign investment companies.\n\nThis\ndiscussion is based on the Internal Revenue Code of 1986 (the “*Code*”), proposed, temporary and final Treasury Regulations\npromulgated under the Code, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing\nis subject to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion\ndoes not address U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative\nminimum tax or the Medicare tax on net investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.\n\nWe\nhave not and do not intend to seek any rulings from the Internal Revenue Service (the “*IRS*”) regarding the exercise\nof redemption rights. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below\nor that any such positions would not be sustained by a court.\n\n24\n\nThis\ndiscussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through\nsuch entities. If a partnership (or any entity or arrangement so characterized for U.S. federal income tax purposes) holds Public Shares,\nthe tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the\npartner and the activities of the partnership. Partnerships holding any Public Shares and persons that are treated as partners of such\npartnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of an exercise of redemption\nrights to them.\n\n**EACH\nHOLDER SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF AN EXERCISE OF REDEMPTION RIGHTS,\nINCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.**\n\nAs\nused herein, a “U.S. Holder” is a beneficial owner of Public Shares who or that is, for U.S. federal income tax purposes:\n\n●\na\ncitizen or individual resident of the United States;\n\n●\na\ncorporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized\n(or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia;\n\n●\nan\nestate whose income is subject to U.S. federal income tax regardless of its source; or\n\n●\na\ntrust if (i) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have\nthe authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S.\nperson.\n\n**Redemption\nof Public Shares**\n\nIn\naddition to the PFIC considerations discussed below under “— *PFIC Considerations*,” the U.S. federal income tax\nconsequences of the redemption of a U.S. Holder’s Public Shares pursuant to an exercise of redemption rights will depend on whether\nthe redemption qualifies as a sale of such shares redeemed under Section 302 of the Code or is treated as a distribution under Section\n301 of the Code.\n\nIf\nthe redemption qualifies as a sale of Public Shares, a U.S. Holder will be treated as described below under the section entitled “—\n*Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares*.” If the redemption does not qualify\nas a sale of Public Shares, a U.S. Holder will be treated as receiving a distribution with the tax consequences described below under\nthe section entitled “— *Taxation of Distributions*.”\n\nThe\nredemption of Public Shares will generally qualify as a sale of the Public Shares that are redeemed if such redemption (i) is “substantially\ndisproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S.\nHolder’s interest or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests\nare explained more fully below.\n\nFor\npurposes of such tests, a U.S. Holder takes into account not only ordinary shares actually owned by such U.S. Holder, but also ordinary\nshares that are constructively owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to ordinary shares\nowned directly, ordinary shares owned by certain related individuals and entities in which such U.S. Holder has an interest or that have\nan interest in such U.S. Holder, as well as any ordinary shares such U.S. Holder has a right to acquire by exercise of an option, which\nwould generally include shares which could be acquired pursuant to the exercise of the warrants.\n\n25\n\nThe\nredemption of ordinary shares will generally be “substantially disproportionate” with respect to a redeeming U.S. Holder\nif the percentage of the respective entity’s outstanding voting shares that such U.S. Holder actually or constructively owns immediately\nafter the redemption is less than 80% of the percentage of the respective entity’s outstanding voting shares that such U.S. Holder\nactually or constructively owned immediately before the redemption. Prior to an initial Business Combination, the Public Shares may not\nbe treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There\nwill be a complete termination of such U.S. Holder’s interest if either (i) all of the ordinary shares actually or constructively\nowned by such U.S. Holder are redeemed or (ii) all of the ordinary shares actually owned by such U.S. Holder are redeemed and such U.S.\nHolder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of ordinary shares owned by certain\nfamily members and such U.S. Holder does not constructively own any other ordinary shares. The redemption of Public Shares will not be\nessentially equivalent to a dividend if it results in a “meaningful reduction” of such U.S. Holder’s proportionate\ninterest in the respective entity. Whether the redemption will result in a meaningful reduction in such U.S. Holder’s proportionate\ninterest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even\na small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control\nover corporate affairs may constitute such a “meaningful reduction.”\n\nIf\nnone of the foregoing tests is satisfied, then the redemption of Public Shares will be treated as a distribution to the redeeming holder\nand the tax effects to such U.S. Holder will be as described below under the section entitled “— *Taxation of Distributions*.”\nAfter the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Public Shares will be added to such\nholder’s adjusted tax basis in its remaining shares. If there are no remaining shares, a U.S. Holder should consult its tax adviser\nas to the allocation of remaining basis.\n\nU.S.\nHolders should consult their tax advisors as to the tax consequences of a redemption, including any special reporting requirements.\n\n*Taxation\nof Distributions.*\n\nSubject\nto the PFIC rules discussed below under “— *PFIC Considerations*,” if the redemption of a U.S. Holder’s\nPublic Shares is treated as a distribution, as discussed above, such distribution will generally be treated as a dividend for U.S. federal\nincome tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income\ntax principles. Such dividends will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received\ndeduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect\nto non-corporate U.S. Holders, dividends will generally be taxed at preferential long-term capital gains rates only if (i) Public Shares\nare readily tradable on an established securities market in the United States or (ii) Public Shares are eligible for the benefits of\nan applicable income tax treaty, in each case provided that the Company is not treated as a PFIC in the taxable year in which the dividend\nwas paid or in any previous year and certain holding period and other requirements are met. Because we believe it is likely that we were\na PFIC for our prior taxable year ended December 31, 2025, it is likely that the lower applicable long-term capital gains rate would\nnot apply to any redemption proceeds treated as a distribution. Moreover, it is unclear whether redemption rights with respect to the\nPublic Shares may prevent the holding period of such shares from commencing prior to the termination of such rights. U.S. Holders should\nconsult their tax advisors regarding the availability of the lower rate for any redemption treated as a dividend with respect to Public\nShares.\n\nDistributions\nin excess of our current and accumulated earnings and profits will generally constitute a return of capital that will be applied against\nand reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the Public Shares. Any remaining excess will be treated\nas gain realized on the sale or other disposition of the Public Shares and will be treated as described below under the section entitled\n“— *Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares*.”\n\n*Gain\nor Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.*\n\nSubject\nto the PFIC rules discussed below under “— *PFIC Considerations*,” if the redemption of a U.S. Holder’s\nPublic Shares is treated as a sale or other taxable disposition, as discussed above, a U.S. Holder will generally recognize capital gain\nor loss in an amount equal to the difference between (i) the amount realized and (ii) the U.S. Holder’s adjusted tax basis in the\nPublic Shares redeemed.\n\nUnder\ntax law currently in effect, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income\ntax at a reduced rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding\nperiod for the ordinary shares exceeds one year at the time of disposition. However, it is unclear whether the redemption rights with\nrespect to the Public Shares described in this proxy statement may prevent the holding period of the Public Shares from commencing prior\nto the termination of such rights. The deductibility of capital losses is subject to various limitations. U.S. Holders who hold different\nblocks of Public Shares (Public Shares purchased or acquired on different dates or at different prices) should consult their tax advisors\nto determine how the above rules apply to them.\n\n26\n\n**PFIC\nConsiderations**\n\nA\nforeign corporation will be a passive foreign investment company (“*PFIC*”) for U.S. federal income tax purposes if\nat least 75% of its gross income in a taxable year is passive income. Alternatively, a foreign corporation will be a PFIC if at least\n50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly\nover the year, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents\nand royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and net gains from the disposition\nof passive assets.\n\nBecause\nwe are a blank check company, with no current active business, we believe that it is likely that we will meet the PFIC asset or income\ntest for our current taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable\nyear the corporation has gross income (the “*start-up year*”), if (i) no predecessor of the corporation was a PFIC;\n(ii) the corporation satisfies the IRS that it will not be a PFIC for either of the two taxable years following the start-up year; and\n(iii) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to us is uncertain\nand will not be known until after the close of our current taxable year (or possibly not until after the close of the first two taxable\nyears following our start-up year, as described under the start-up exception). After the acquisition of a company or assets in a Business\nCombination, we may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of our passive income\nand assets as well as the passive income and assets of the acquired business. If the company that we acquire in a Business Combination\nis a PFIC, then we will likely not qualify for the start-up exception and will be a PFIC for our current taxable year. Our actual PFIC\nstatus for our current taxable year or any subsequent taxable year, however, will not be determinable until after the end of such taxable\nyear. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable\nyear.\n\nIf\nwe are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder and\nthe U.S. Holder did not make a timely and effective “qualified election fund” election (a “*QEF Election*”)\nfor each of our taxable years as a PFIC in which the U.S. Holder held Public Shares, a QEF Election along with a purging election, or\na “mark-to-market” election, then such holder will generally be subject to special rules (the “*Default PFIC Regime*”)\nwith respect to:\n\n●\nany\ngain recognized by the U.S. Holder on the sale or other disposition of its Public Shares; and\n\n●\nany\n“excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year\nof the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of its\nordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period\nfor such ordinary shares).\n\nUnder\nthe Default PFIC Regime:\n\n●\nthe\nU.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for its Public\nShares;\n\n27\n\n●\nthe\namount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess\ndistribution, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which\nwe are a PFIC, will be taxed as ordinary income;\n\n●\nthe\namount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s\nholding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and\n\n●\nan\nadditional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect\nof the tax attributable to each such other taxable year of such U.S. Holder.\n\n**THE\nPFIC RULES ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT\nTHEIR TAX ADVISORS REGARDING THE APPLICATION OF THE PFIC RULES TO THE REDEMPTION OF PUBLIC SHARES, INCLUDING, WITHOUT LIMITATION, WHETHER\nA QEF ELECTION, A PURGING ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF MAKING\nOR HAVING MADE ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.**\n\n**Information\nReporting and Backup Withholding**\n\nPayments\nof cash to a U.S. Holder as a result of the redemption of Public Shares may be subject to information reporting to the IRS and possible\nU.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification\nnumber and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.\n\nBackup\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal\nincome tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules\nby timely filing the appropriate claim for refund with the IRS and furnishing any required information.\n\n**Vote\nRequired for Approval**\n\nThe\napproval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being a resolution passed by two-thirds\n(2/3) of the votes cast by shareholders entitled to vote and who, being present in person or represented by proxy at the Extraordinary\nGeneral Meeting or any adjournment thereof, vote on such matter. Failure to vote in person (including virtually) or by proxy at the Extraordinary\nGeneral Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Extension Amendment\nProposal.\n\n28\n\nOn\nthe Record Date, the Sponsors, Bayview’s directors, officers and its initial shareholders and their respective affiliates beneficially\nowned and were entitled to vote an aggregate of 1,500,000 Founder Shares and 232,500 shares underlying the Private Placement Units held\nby the Sponsors and the officers and directors of Bayview, representing approximately 63.3% of Bayview’s issued and outstanding\nOrdinary Shares. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to\nthe Founder Shares, the Company will need 93,028 Public Shares, or 9.2% of the outstanding Public Shares, to vote in favor of the Extension\nAmendment Proposal to approve such proposal.\n\nThe\nExtension Amendment cannot be implemented unless our shareholders approve the Extension Amendment Proposal and the Trust Agreement Amendment\nProposal. In addition, pursuant to the Existing Charter, Bayview may not redeem Public Shares in an amount that would cause our net tangible\nassets (after payment of the deferred underwriting commissions) to be less than $5,000,001, which condition may not be waived by the\nBoard. Notwithstanding the foregoing, even if the Extension Amendment Proposal is approved, Bayview may nevertheless choose to liquidate\non the Termination Date.\n\n**Full\nText of Resolution**\n\n“It\nis resolved as a special resolution, that the following articles of Bayview’s Second Amended and Restated Memorandum and Articles\nof Association adopted by special resolution passed on September 16, 2024 and further amended by special resolutions passed on June 17,\n2025 and December 12, 2025 (the “*Existing Charter*”) be amended as follow with immediate effect:\n\n(i)\nArticle\n37.8 of the Existing Charter be deleted in its entirety and replaced as follows:\n\n“*37.8*\n*The\nCompany has until June 19, 2026 (the **Termination Date**) to consummate a Business Combination, provided that if the Board of\nDirectors anticipates that the Company may not be able to consummate a Business Combination by the Termination Date, the Company\nmay, by Resolution of Directors, at the request of the Sponsors, extend the Termination Date up to six (6) times, each by an additional\none (1) month (for a total of up to six (6) months after the Termination Date) to complete a Business Combination, subject to the\nSponsors depositing additional funds into the Trust Account upon five days’ advance notice prior to the applicable deadline\nin accordance with terms as set out in the Trust Agreement and referred to in the Registration Statement. In the event that the Company\ndoes not consummate a Business Combination by the Termination Date (or six (6) months after the Termination Date, subject in the\nlatter case to valid extensions having been made in each case) or such later time as the Members of the Company may approve in accordance\nwith these Articles, the Company shall:*\n\n*(a)*\n*cease\nall operations except for the purpose of winding up;*\n\n*(b)*\n*as\npromptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable\nin cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust\nAccount and not previously released to the Company to pay income taxes, if any (less up to US$100,000 of interest to pay dissolution\nexpenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’\nrights as Members (including the right to receive further liquidation distributions, if any); and*\n\n*(c)*\n*as\npromptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the\ndirectors, dissolve and liquidate*,\n\n*subject\nin each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other\nrequirements of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination,\nthe Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures\nset out in this Article with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law\nto provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.”*\n\n**Recommendation\nof the Board**\n\n**THE\nBOARD RECOMMENDS THAT BAYVIEW SHAREHOLDERS VOTE “FOR”**\n\n**THE\nEXTENSION AMENDMENT PROPOSAL.**\n\nOur\nBoard expresses no opinion as to whether you should redeem your Public Shares.\n\nThe\nexistence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or\nmore of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders\nand what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for\nthe proposals. See the section entitled “*Extraordinary General Meeting of Bayview—Interests of the Initial Shareholders*”\nfor a further discussion.\n\n29\n\n**PROPOSAL\nNO. 2—THE TRUST AGREEMENT AMENDMENT PROPOSAL**\n\n**Overview**\n\nThe\nproposed Trust Agreement Amendment would further amend our existing Investment Management Trust Agreement (the “*Trust Agreement*”),\ndated as of December 14, 2023, by and between the Company and Equiniti Trust Company, LLC (the “*Trustee*”), to allow\nthe Company to extend the Termination Date up to six (6) times, with all six (6) extensions comprised of one month each from the Termination\nDate to December 19, 2026 (the “*Trust Agreement Amendment*”) by providing five days’ advance notice to the Trustee\nprior to the applicable Termination Date (the “*Trust Agreement Amendment Proposal*”) and by depositing into the Trust\nAccount $50,000 for each monthly extension. A copy of the proposed Trust Agreement Amendment is attached to this proxy statement as Annex\nA. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.\n\n**Proposed\nBusiness Combination**\n\nOn\nJune 7, 2024, Bayview entered into a business combination agreement with PubCo, Merger Sub 1, Merger Sub 3 and Oabay. Pursuant to the\nterms of the Merger Agreement, (i) Oabay Merger Sub will merge with and into Oabay, with Oabay surviving such merger as a wholly-owned\nsubsidiary of PubCo (the “*Acquisition Merger*”); and (ii) Bayview Merger Sub 1 will merge with and into Bayview, with\nBayview surviving such merger (the “*First SPAC Merger*” and together with the Acquisition Merger, the “*Mergers*”).\nThe Merger Agreement and the Mergers were unanimously approved by the Board.\n\n**Consequences\nif the Trust Agreement Amendment Proposal is Not Approved**\n\nIf\nthe Trust Agreement Amendment Proposal is not approved and the Company does not consummate an initial Business Combination on or before\nthe Termination Date, Bayview will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible\nbut not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate\namount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released\nto us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public\nshares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive\nfurther liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval\nof our remaining shareholders and the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law\nto provide for claims of creditors and the requirements of other applicable law.\n\n**Vote\nRequired for Approval**\n\nSubject\nto the foregoing, pursuant to the Trust Agreement, the affirmative vote of at least sixty-five percent (65%) of the Company’s outstanding\nOrdinary Shares, voting together as a single class, will be required to approve the Trust Agreement Amendment Proposal.\n\nThe\nBoard will abandon and not implement the Trust Agreement Amendment Proposal unless our shareholders approve both the Extension Amendment\nProposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal\nis not, neither proposal will take effect. In addition, pursuant to the Existing Charter, Bayview may not redeem Public Shares in an\namount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding\nshareholder approval of the Extension Amendment and the Trust Agreement Amendment, our Board will retain the right to abandon and not\nimplement the Extension Amendment and the Trust Agreement Amendment at any time without any further action by our shareholders.\n\n**Full\nText of Resolution**\n\n“It\nis resolved that Bayview’s investment management trust agreement, dated as of December 14, 2023 (as amended, the “*Trust\nAgreement*”), by and between the Company and Equiniti Trust Company, LLC (the “*Trustee*”) be amended to allow\nthe Company to extend the termination date from June 19, 2026 up to six (6) times, with all six (6) extensions comprised of one month\neach time up to December 19, 2026 (i.e., for a period of time ending up to 36 months after the consummation of its initial public offering)\nby providing five (5) days advance notice to the Trustee prior to the applicable Termination Date and depositing into the trust account\n(the “*Trust Account*”), $50,000 for each month in an Extension (the “*Extension Payment*”) until December\n19, 2026 pursuant to an amendment to the Trust Agreement in the form set forth in Annex A of the accompanying Proxy Statement.”\n\n**Recommendation\nof the Board**\n\n**THE\nBOARD RECOMMENDS THAT BAYVIEW SHAREHOLDERS VOTE “FOR”**\n\n**THE\nAPPROVAL OF THE TRUST AGREEMENT AMENDMENT PROPOSAL.**\n\nThe\nexistence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or\nmore of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders\nand what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for\nthe proposals. See the section entitled “*Extraordinary General Meeting of Bayview—Interests of the Initial Shareholders*”\nfor a further discussion.\n\n30\n\n**PROPOSAL\nNO. 3—THE ADJOURNMENT PROPOSAL**\n\n**Overview**\n\nThe\nAdjournment Proposal, if adopted, will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit\nfurther solicitation of proxies, or to provide additional time to effectuate the Extension and Extension Amendment. The Adjournment Proposal\nwill only be presented to Bayview shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time\nof the Extraordinary General Meeting to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, or in the\nevent that the Board determines that additional time is necessary to effectuate the Extension and Extension Amendment.\n\n**Consequences\nif the Adjournment Proposal is Not Approved**\n\nIf\nthe Adjournment Proposal is not approved by Bayview shareholders, the Board may not be able to adjourn the Extraordinary General Meeting\nto a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting\nto approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.\n\n**Vote\nRequired for Approval**\n\nApproval\nof the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority\nof the votes cast by shareholders entitled to vote and who, being present in person or represented by proxy at the Extraordinary General\nMeeting or any adjournment thereof, vote on such matter. Failure to vote in person (including virtually) or by proxy at the Extraordinary\nGeneral Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Adjournment Proposal.\n\nOn\nthe Record Date, the Sponsors, Bayview’s directors, officers and its initial shareholders and their respective affiliates beneficially\nowned and were entitled to vote an aggregate of 1,732,500 shares (composed of 1,500,000 Founder Shares and 232,500 shares underlying\nthe Private Placement Units) held by the Sponsors and the officers and directors of Bayview, representing approximately 63.3% of Bayview’s\nissued and outstanding Ordinary Shares. Accordingly, assuming all outstanding Ordinary Shares are present at the Extraordinary General\nMeeting, then in addition to the Founder Shares and share underlying the Private Placement Units, the Company will need 0 Public Shares\nor 0.0% of the Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only\nbe put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment\nProposal at the Extraordinary General Meeting.\n\n**Full\nText of Resolution**\n\n“It\nis resolved as an ordinary resolution that the chairman of the Extraordinary General Meeting be directed to adjourn the Extraordinary\nGeneral Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated\nvote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the\nTrust Agreement Amendment Proposal or to provide additional time to effectuate the Extension, the Extension Amendment and the Trust Agreement\nAmendment (the “*Adjournment Proposals*”).”\n\n**Recommendation\nof the Board**\n\n**THE\nBOARD RECOMMENDS THAT BAYVIEW SHAREHOLDERS VOTE “FOR”**\n\n**THE\nAPPROVAL OF THE ADJOURNMENT PROPOSAL.**\n\nThe\nexistence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or\nmore of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders\nand what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for\nthe proposals. See the section entitled “*Extraordinary General Meeting of Bayview—Interests of the Initial Shareholders*”\nfor a further discussion.\n\n31\n\n**RISK\nFACTORS**\n\n*You\nshould consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed\nwith the SEC on March 13, 2026, our Quarterly Reports on Form 10-Q for the quarter ended June 30, 2025, as filed\nwith the SEC on August 14, 2025, and for the quarter ended September 30, 2025, as filed with the SEC on November 14, 2025, and\nin other reports we file with the SEC before making a decision to vote on the proposals described in this Proxy Statement or to redeem\nor continue to hold your Public Shares. Furthermore, if any of the following events occur, our business, financial condition and operating\nresults may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline,\nand you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are\nnot the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material,\nmay also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.*\n\n**There\nare no assurances that the Extension Amendment and Extensions will enable us to complete an initial Business Combination.**\n\nApproving\nthe Extension Amendment and Extension involves a number of risks. Even if the Extension Amendment and Extensions are approved, the Company\ncan provide no assurances that an initial Business Combination will be consummated prior to the expiration of the last Extended Date,\nDecember 19, 2026. Our ability to consummate an initial Business Combination is dependent on a variety of factors, many of which are\nbeyond our control. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the other conditions\nto implementing the Extension and Extension Amendment are satisfied or waived, the Company expects to continue to seek an initial Business\nCombination and shareholder approval of such initial Business Combination. We are required to offer shareholders the opportunity to redeem\nshares in connection with the Extension Amendment Proposal, and we will be required to offer shareholders redemption rights again in\nconnection with any shareholder vote to approve an initial Business Combination. Even if the Extension, Extension Amendment, or initial\nBusiness Combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate\nan initial Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in\nconnection with the Extension, Extension Amendment, and an initial Business Combination vote could exacerbate these risks. Other than\nin connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales\nof our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able\nto dispose of our shares at favorable prices, or at all.\n\n**The\nSEC has adopted rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential business combination\ntarget, or others may determine to undertake in connection with such rules may increase our costs and the time needed to complete our\ninitial business combination and may constrain the circumstances under which we could complete a business combination.**\n\nOn\nJanuary 24, 2024, the SEC adopted rules (the “*SPAC Rules*”), requiring, among other items, (i) additional disclosures\nrelating to SPAC business combination transactions, (ii) additional disclosures relating to dilution and to conflicts of interest involving\nsponsors and their affiliates in both SPAC initial public offerings and de-SPAC transactions; (iii) the use of projections by SPACs in\nSEC filings in connection with proposed business combination transactions; and (iv) both the SPAC and the target company’s status\nas co-registrants on de-SPAC registration statements. The majority of these SPAC Rules became effective on July 1, 2024.\n\nCompliance\nwith the SPAC Rules and related guidance may increase the costs of and the time needed to negotiate and complete an initial business\ncombination and may constrain the circumstances under which we could complete an initial business combination.\n\n32\n\n**If\nwe are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements\nand our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.**\n\nOn\nJanuary 24, 2024, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to\nregulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC\nand its management team in furtherance of such goals.\n\nIf\nwe are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:\n\n●\nrestrictions\non the nature of our investments; and\n\n●\nrestrictions\non the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination.\n\nIn\naddition, we may have imposed upon us burdensome requirements, including:\n\n●\nregistration\nas an investment company with the SEC;\n\n●\nadoption\nof a specific form of corporate structure; and\n\n●\nreporting,\nrecord keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.\n\nIn\norder not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must\nensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities\ndo not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our\nassets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete\na Business Combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses\nor assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive\ninvestor.\n\nWe\ndo not believe that our anticipated principal activities will subject us to the Investment Company Act. The Trust Account is intended\nas a holding place for funds pending the earliest to occur of either: (i) the completion of a Business Combination; (ii) the redemption\nof any public shares properly tendered in connection with a shareholder vote to amend our second amended and restated memorandum and\narticles of association (A) to modify the substance or timing of our obligation to provide holders of our Ordinary Shares the right to\nhave their shares redeemed in connection with a Business Combination or to redeem 100% of our public shares if we do not complete a Business\nCombination within the deadline prescribed in our amended and restated memorandum and articles of association, or (B) with respect to\nany other provision relating to the rights of holders of our Ordinary Shares; or (iii) absent our completing a Business Combination within\nthe deadline prescribed in our second amended and restated memorandum and articles of association, our return of the funds held in the\nTrust Account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed\nabove, we may be deemed to be subject to the Investment Company Act.\n\nIf\nwe were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional\nexpenses for which we have not allotted funds and may hinder our ability to complete a Business Combination. If we have not consummated\nour Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per public share,\nor less in certain circumstances, on the liquidation of our Trust Account and our rights will expire worthless.\n\n**We\nmay not be able to complete our initial Business Combination with a foreign target if it becomes subject to review or approval by regulatory\nauthorities pursuant to certain U.S. or foreign laws or regulations.**\n\nCertain\nacquisitions or Business Combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign\nlaws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond\nthe period of time that would permit an initial Business Combination to be consummated by us with any foreign target, we may not be able\nto consummate an initial Business Combination with such target.\n\nFor\nexample, among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning\nmore than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition,\nU.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may\nrequire certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that\nmay affect national security are subject to review by the Committee on Foreign Investment in the United States. CFIUS is an interagency\ncommittee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to\ndetermine the effect of such transactions on the national security of the United States.\n\nOutside\nthe United States, laws or regulations may affect our ability to consummate a Business Combination. Transactions with potential target\ncompanies incorporated or having business operations in a jurisdiction where national security considerations, involvement in regulated\nindustries (including telecommunications), or in businesses relating to a country’s culture or heritage may be implicated.\n\n33\n\nU.S.\nand foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval\nof a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able\nto consummate a Business Combination.\n\nAs\na result of these various restrictions, even though a Business Combination may be approved by the board of directors, a governmental\nor regulatory body may intervene and prevent the transaction from occurring. Moreover, the process of government review, could be lengthy.\nBecause we have only a limited time to complete a Business Combination, our failure to obtain any required approvals within the requisite\ntime period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.00 per share, and our rights will\nexpire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing\nfuture gains on your investment through any price appreciation in the combined company.\n\n**Our\nability to complete a Business Combination may be impacted by the fact that some of our officers and directors are located in or have\nsignificant ties to the People’s Republic of China, including, Hong Kong, Taiwan and Macau. This may make us a less attractive\npartner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates and making it harder for us\nto complete an initial Business Combination with a non-China-based target company. For example, we may not be able to complete an initial\nBusiness Combination with a U.S. target company since such initial Business Combination may be subject to U.S. foreign investment regulations\nand review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.**\n\nSome\nof our directors and officers are located in, or have significant ties to, China, including Hong Kong, Taiwan and Macau. As a result,\nwe may be a less attractive partner to potential target companies outside the People’s Republic of China (the “*PRC*”),\nthereby limiting our pool of acquisition candidates. This would impact our search for a target company and make it harder for us to complete\nan initial Business Combination with a non-China-based target company. For example, we may not be able to complete an initial Business\nCombination with a U.S. target company since such initial Business Combination may be subject to U.S. foreign investment regulations\nand review by a U.S. government entity. Certain federally licensed businesses in the United States, such as broadcasters and airlines,\nmay be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review\ncertain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions\non the national security of the United States. We may be considered a “foreign person” under such rules and regulations and\nany proposed Business Combination between us and a U.S. business engaged in a regulated industry or which may affect national security\ncould be subject to such foreign ownership restrictions and/or CFIUS review.\n\nThe\nscope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“*FIRRMA*”) to include\ncertain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying\nU.S. business. FIRRMA and subsequent implementing regulations that are now in force also subject certain categories of investments to\nmandatory filings. If our potential initial Business Combination with a U.S. business falls within the scope of foreign ownership restrictions,\nwe may be unable to consummate a Business Combination with such business.\n\nIn\naddition, if our potential Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing,\ndetermine to submit a voluntary notice to CFIUS, or proceed with the initial Business Combination without notifying CFIUS and then bear\nthe risk of CFIUS intervention, before or after closing the initial Business Combination. CFIUS may decide to block or delay our initial\nBusiness Combination, impose conditions to mitigate national security concerns with respect to such initial Business Combination or order\nus to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.\nThe foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent\nus from pursuing certain initial Business Combination opportunities that we believe would otherwise be beneficial to us and our shareholders.\nAs a result, the pool of potential targets with which we could complete an initial Business Combination may be limited and we may be\nadversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership\nissues.\n\n34\n\nMoreover,\nthe process of government review, whether by CFIUS or otherwise, could be lengthy. Because we only have 30 months (or 36 months if we\nextend the period of time to consummate a Business Combination) to complete our initial Business Combination, our failure to obtain any\nrequired approvals within the requisite time period may prevent us from completing the transaction and require us to liquidate. If we\nliquidate, our public shareholders may only receive $10.00 per share initially, and our rights will expire worthless. Our public shareholders\nmay also lose the potential investment opportunity in a target company and the opportunity of realizing future gains on such investments\nthrough any price appreciation in the combined company.\n\n**In\nthe event the Extension Amendment Proposal is approved and effected, the ability of our public shareholders to exercise redemption rights\nwith respect to a large number of our Public Shares may adversely affect the liquidity of our securities.**\n\nA\npublic shareholder may request that we redeem all or a portion of such public shareholder’s Public Shares for cash. The ability\nof our public shareholders to exercise such redemption rights with respect to a large number of our Public Shares may adversely affect\nthe liquidity of our Ordinary Shares. As a result, you may be unable to sell your Ordinary Shares even if the market price per share\nis higher than the per-share redemption price paid to public shareholders who elect to redeem their shares.\n\n**We\nhave received several notices from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)\nnotifying us that we were not in compliance with certain Nasdaq Listing Rules. If we cannot maintain compliance, our securities may be\nsubject to delisting, and the liquidity and the trading price of our securities could be adversely affected.**\n\n** **\n\nOn\nAugust 22, 2025, we received a deficiency notice from the Staff notifying us that we are not in compliance with Nasdaq Listing Rule 5450(b)(2)(A)\n(the “MVLS Rule”), which requires us to maintain a minimum Market Value of Listed Securities (“MVLS”) of $50.0\nmillion for continued listing on The Nasdaq Global Market. The notification received had no immediate effect on our Nasdaq listing. The\nnotice stated that we had 180 calendar days, or until February 18, 2026, to regain compliance with the MVLS Rule. To regain compliance,\nour MVLS must meet or exceed $50.0 million for a minimum of ten consecutive business days during the 180-day compliance period.\n\nOn\nJanuary 16, 2026, we received a deficiency notice from the Staff notifying us that we are not in compliance with Nasdaq Listing Rules\n5450(b)(2)(C), 5810(c)(3)(D), 5810(b), and 5505 (collectively, the “MVPHS Rules”), which require us to maintain a minimum\nMarket Value of Publicly Held Shares (“MVPHS”) of $15.0 million for continued listing. The notification received had no immediate\neffect on our Nasdaq listing. The notice stated that we had 180 calendar days, or until July 15, 2026, to regain compliance with the\nMVPHS Rules. To regain compliance, our MVPHS must close at $15.0 million or more for a minimum of ten consecutive business days during\nthe 180-day compliance period.\n\nOn\nFebruary 12, 2026, we received a deficiency notice from the Staff notifying us that we are not in compliance with Nasdaq Listing Rule\n5620(a) (the “Annual Meeting Rule”), which requires us to hold an annual meeting of shareholders within twelve months of\nthe end of our fiscal year. The notification received had no immediate effect on our Nasdaq listing. The notice stated that we had 45\ncalendar days, or until March 30, 2026, to submit a plan to regain compliance with the Annual Meeting Rule.\n\nOn\nFebruary 19, 2026, we received a written notice from the Staff notifying us that we had not regained compliance with the MVLS Rule, and\nalso that we are not in compliance with Nasdaq Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”), which requires\nus to maintain a minimum of 400 total shareholders for continued listing, and the Annual Meeting Rule. Accordingly, the Staff determined\nthat our securities would be delisted from The Nasdaq Global Market unless we requested an appeal of this determination by February 26,\n2026. We appealed the Staff’s delisting determination to a Nasdaq Hearings Panel (the “Panel”) prior to February 26,\n2026, and a hearing was held on March 31, 2026 to address each deficiency.\n\n35\n\nOn\nMarch 19, 2026, we received a written notice from the Staff notifying us that we are not in compliance with Nasdaq Listing Rule 5450(b)(2)(B)\n(the “PHS Rule”), which requires us to maintain a minimum of 1,100,000 publicly held shares for continued listing.\n\nOn\nApril 22, 2026, we received written notice of the Panel’s decision (the “Panel Decision”), granting the Company’s\nrequest for continued listing on Nasdaq, subject to the following conditions: (1) on or before April 24, 2026, Staff shall transfer the\nCompany to The Nasdaq Capital Market; and (2) on or before June 19, 2026, the Company shall close its business combination with Oabay\nInc. (“Oabay”) and demonstrate compliance with the initial listing rules of Nasdaq. Accordingly, effective as of the open\nof trading on April 24, 2026, our securities were transferred to The Nasdaq Capital Market. The Nasdaq Capital Market is one of the three\nmarket tiers for Nasdaq-listed stock and is a continuous trading market that operates in substantially the same manner as the Nasdaq\nGlobal Market. Our securities continue to trade under the symbols “BAYA,” “BAYAU” and “BAYAR” and\nwe do not expect the transfer to the Nasdaq Capital Market to have any material impact on the trading of our securities.\n\nThe\nPanel reserves the right to reconsider the terms of the exception based on any event, condition or circumstance that exists or develops\nthat would, in the opinion of the Panel, make continued listing of the Company’s securities on Nasdaq inadvisable or unwarranted.\nWe are required during the exception period to provide prompt notification of any significant events that may affect our compliance with\nNasdaq requirements, including any event that may call into question our ability to meet the terms of the exception granted. There can\nbe no assurance that we will be able to satisfy the conditions of the Panel Decision, close the business combination with Oabay, or otherwise\ndemonstrate compliance with applicable Nasdaq listing rules by the deadlines set forth in the Panel Decision.\n\nIf\nwe fail to comply with applicable Nasdaq listing requirements, including but not limited to those requirements discussed above, Nasdaq\ndelists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange,\nwe expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse\nconsequences, including: appearing to be less attractive to potential target companies than an exchange listed SPAC; a limited availability\nof market quotations for our securities; reduced liquidity for our securities; a determination that our Ordinary Shares are a “penny\nstock” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced\nlevel of trading activity in the secondary trading market for our securities; a limited amount of news and analyst coverage; a decreased\nability to issue additional securities or obtain additional financing in the future; and being subject to regulation in each state in\nwhich we offer our securities, including in connection with our initial business combination.\n\n36\n\n**BENEFICIAL\nOWNERSHIP OF SECURITIES**\n\nThe\nfollowing table sets forth information regarding the beneficial ownership of Bayview’s Ordinary Shares as of the Record Date based\non information obtained from the persons named below, with respect to the beneficial ownership of shares of Bayview’s Ordinary\nShares, by:\n\n●\neach\nperson known by Bayview to be the beneficial owner of more than 5% of Bayview’s outstanding Ordinary Shares;\n\n●\neach\nof Bayview’s executive officers and directors that beneficially owns Ordinary Shares; and\n\n●\nall\nBayview’s executive officers and directors as a group.\n\nBeneficial\nownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security\nif such person possesses sole or shared voting or investment power over that security, including options, rights, and warrants that are\ncurrently exercisable or exercisable within sixty days.\n\nIn\nthe table below, percentage ownership is based on 2,738,292 outstanding shares (including 1,005,792 Public Shares, 1,500,000 Founder\nShares, and 232,500 shares underlying the Private Placement Units held by the Sponsors) issued and outstanding as of the Record Date.\n\nVoting\npower represents the combined voting power of Ordinary Shares owned beneficially by such person. On all matters to be voted upon, the\nholders of the Ordinary Shares vote together as a single class. The table below does not include the Ordinary Shares underlying the Private\nPlacement Units held or to be held by the Sponsors because these securities are not exercisable within 60 days of this Proxy Statement.\n\nUnless\notherwise indicated, Bayview believes that all persons named in the table have sole voting and investment power with respect to all Ordinary\nShares beneficially owned by them.\n\n37\n\nPercentage of\n\nNumber of Shares\nOutstanding\n\nBeneficially\nOrdinary\n\n**Name and Address of Beneficial Owner (1)**\nOwned\nShares\n\nPeace Investment Holdings Limited (2)\n1,160,775\n42.4%\n\nBayview Holding LP (3)\n571,725\n20.9%\n\nXin Wang\n–\n–\n\nDavid Bamper\n–\n–\n\nWei Lu\n–\n–\n\nJohn De Vito\n–\n–\n\nGuohan Li\n–\n–\n\nYuk Man Lau\n–\n–\n\nAll executive officers and directors as a group (8 individuals)\n1,732,500\n63.3%\n\nMizuho Financial Group, Inc. (4)\n245,564\n9.0%\n\nW.R. Berkley Corporation (5)\n149,185\n5.4%\n\n(1)\nUnless otherwise noted, the business address of each of the following entities or individuals is c/o Bayview Acquisition Corp, 420 Lexington\nAve, Suite 2446 New York NY 10170.\n\n(2)\nPeace Investment Holdings Limited, one of our two co-Sponsors, is the record holder of the founder shares reported herein. Peace Investment\nHoldings Limited is wholly owned by Pengfei Zheng, who is, accordingly, deemed to be the beneficial owner of such shares.\n\n(3)\nBayview Holding LP, one of our two co-Sponsors, is the record holder of the founder shares reported herein. Bayview Holding LP’s\ndispositive and voting power is held by Bayview Holding Management, LLC, which is in turn wholly owned by Taylor Zhang, who is, accordingly,\ndeemed to be the beneficial owners of such shares.\n\n(4)\nAccording to a Schedule 13G filed with the SEC on February 9, 2026, by Mizuho Financial Group Inc. (“Mizuho”), as of December\n31, 2025, Mizuho may be deemed the beneficial owner of 245,564 Bayview Ordinary Shares. The address of the principal office of Mizuho\nis 1-5-5, Otemachi, Chiyoda-Ku, Tokyo, 100-8176, Japan.\n\n(5)\nAccording to a Schedule 13G filed with the SEC on February 10, 2026, by W.R. Berkley Corporation and Berkley Insurance Company (together,\n“Berkley”), Berkley may be deemed the beneficial owner of 149,185 Bayview Ordinary Shares. According to the Schedule 13G,\nthe address of the principal office of Berkley is 475 Steamboat Road, Greenwich, CT 06830.\n\n38\n\n**HOUSEHOLDING\nINFORMATION**\n\nUnless\nBayview has received contrary instructions, Bayview may send a single copy of this Proxy Statement to any household at which two or more\nshareholders reside if Bayview believes the shareholders are members of the same family. This process, known as “householding,”\nreduces the volume of duplicate information received at any one household and helps to reduce Bayview’s expenses. However, if shareholders\nprefer to receive multiple sets of Bayview’s disclosure documents at the same address this year or in future years, the shareholders\nshould follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the\nshareholders would like to receive only a single set of Bayview’s disclosure documents, the shareholders should follow these instructions:\n\n●\nif\nthe shares are registered in the name of the shareholder, the shareholder should contact Bayview at the following address:\n\nBayview\nAcquisition Corp\n\n420\nLexington Ave, Suite 2446\n\nNew\nYork, NY 10170\n\n(347)\n627-0058\n\n●\nif\na broker, bank or nominee holds the shares, the shareholder should contact the broker, bank or nominee directly.\n\n39\n\n**WHERE\nYOU CAN FIND MORE INFORMATION**\n\nBayview\nfiles annual, quarterly and current reports, Proxy Statements and other information with the SEC as required by the Exchange Act. Bayview’s\npublic filings are also available to the public from the SEC’s website at www.sec.gov. You may request a copy of Bayview’s\nfilings with the SEC (excluding exhibits) at no cost by contacting Bayview at the address and/or telephone number below.\n\nIf\nyou would like additional copies of this Proxy Statement or Bayview’s other filings with the SEC (excluding exhibits) or if you\nhave questions about the proposals to be presented at the Extraordinary General Meeting, you should contact Bayview at the following\naddress:\n\nBayview\nAcquisition Corp\n\n420\nLexington Ave, Suite 2446\n\nNew\nYork, NY 10170\n\n(347)\n627-0058\n\nYou\nmay also obtain additional copies of this Proxy Statement by requesting them in writing or by telephone from Bayview’s proxy solicitation\nagent at the following address, telephone number and e-mail address:\n\nD.F.\nKing & Co., Inc.\n\n48\nWall Street, 22nd Floor\n\nNew\nYork, NY 10005\n\nCall\nToll Free: (800) 848-3051\n\nBanks\nand Brokers Call Collect: (212) 231-0055\n\nEmail:\nBAYA@dfking.com\n\nYou\nwill not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other\nnominee, you should contact your broker, bank or other nominee for additional information.\n\nIf\nyou are a Bayview shareholder and would like to request documents, please do so by May 21, 2026, five business days prior to the Extraordinary\nGeneral Meeting, in order to receive them before the Extraordinary General Meeting. If you request any documents from Bayview, such documents\nwill be mailed to you by first class mail or another equally prompt means.\n\n40\n\n**ANNEX\nA**\n\n**PROPOSED\nAMENDMENT NO. 3**\n\n**TO\nTHE**\n\n**INVESTMENT\nMANAGEMENT TRUST AGREEMENT**\n\n**OF**\n\n**BAYVIEW\nACQUISITION CORP**\n\n[AMENDMENT\nTO TRUST AGREEMENT]\n\nA-1\n\n**PROPOSED\nAMENDMENT\nTO THE\nINVESTMENT MANAGEMENT TRUST AGREEMENT**\n\nThis\nAmendment No. 3 (this “*Amendment*”), dated as of [ ], 2026, to the Original Trust Agreement (as defined below) is made\nby and between Bayview Acquisition Corp (the “*Company*”) and Equiniti Trust Company, LLC (f/k/a American Stock Transfer\n& Trust Company), as trustee (“*Trustee*”). All terms used but not defined herein shall have the meanings assigned\nto them in the Trust Agreement.\n\nWHEREAS,\nthe Company and the Trustee entered into an Investment Management Trust Agreement dated as of December 14, 2023, as amended by that certain\nAmendment No. 1 to the Investment Management Trust Agreement dated September 16, 2024 and that certain Amendment No. 2 to the Investment\nManagement Trust Agreement dated December 12, 2025 (the “*Original Trust Agreement*”);\n\nWHEREAS,\nSection 10 of the Original Trust Agreement sets forth the terms that govern the liquidation of the Company’s trust account (the\n“*Trust Account*”) under the circumstances described therein;\n\nWHEREAS,\nat an extraordinary general meeting of the Company held on May 28, 2026 (the “*Special Meeting*”), the Company’s\nshareholders approved (i) a proposal to further amend Bayview’s Amended and Restated Memorandum and Articles of Association, dated\nas of December 14, 2023 (the “*Existing Charter*”) to extend the date by which the Company must consummate a Business\nCombination (the “*Combination Period*”) up to six (6) times, with all six (6) extensions comprised of one month each\nfrom June 19, 2026 to December 19, 2026 (the “*Termination Date*”), with each extension comprised of one month (each\nan “*Extension*”) (i.e., for a period of time ending up to 36 months after the consummation of its initial public offering\n(the “*IPO*”) for a total of six (6) months after the Termination Date (assuming a Business Combination has not occurred));\nand (ii) a proposal to further amend the Original Trust Agreement, to permit the Company to extend the Termination Date up to six (6)\ntimes, with all six (6) extensions comprised of one month each from the June 19, 2026 to December 19, 2026 by providing five days’\nadvance notice to the Trustee prior to the applicable Termination Date and depositing into the Trust Account $50,000 for each month in\nan Extension.\n\nNOW\nTHEREFORE, IT IS AGREED:\n\n1.\nSection 1(i) of the Original Trust Agreement is hereby amended and restated in its entirety as follows:\n\n“(i)\nCommence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter\nfrom the Company (“**Termination Letter**”) in a form substantially similar to that attached hereto as either Exhibit\nA or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President,\nExecutive Vice President, Vice President, Secretary or Chairwoman of the board of directors of the Company (the “**Board**”)\nor other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and\ncomplete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds\nheld in the Trust Account (which interest shall be net of taxes payable and, in the case of Exhibit B, up to $100,000 of interest\nto pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the\ndate which is the later of (1) 30 months after the closing of the Offering (or 36 months after the closing of the Offering, if one or\nmore Extensions is effected as described herein) or (2) such later date as may be approved by the Company’s shareholders in accordance\nwith the Company’s second amended and restated memorandum and articles of association if a Termination Letter has not been received\nby the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in\nthe Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held\nin the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), shall\nbe distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed there should be no reduction in the\nprincipal amount per share initially deposited in the Trust Account;”\n\n2.\nExhibit E of the Original Trust Agreement is hereby amended and restated in its entirety as follows:\n\nA-2\n\n**EXHIBIT\nE**\n\n**[Letterhead\nof Company]**\n\n**[Insert\ndate]**\n\nEQ\nShareowner Services\n\n1110\nCentre Pointe Curve Suite 101\n\nMendota\nHeights MN 55120\n\nAttn:\nSPAC SUPPORT\n\nRe:\nTrust Account No. [ ] Extension Letter\n\nDear\n[●]:\n\nPursuant\nto Section 1 of the Investment Management Trust Agreement between Bayview Acquisition Corp (“**Company**”) and\nEquiniti Trust Company, LLC, dated as of December 14, 2023 (as amended, “**Trust Agreement**”), this is to advise\nyou that the Company is extending the time available to consummate a Business Combination for an additional month, from June 19, 2026\nto December 19, 2026 (the “**Extension**”).\n\nThis\nExtension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used\nherein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.\n\nIn\naccordance with the terms of the Trust Agreement, we hereby authorize you to deposit $50,000 for each month in an Extension, which will\nbe wired to you, into the Trust Account investments upon receipt.\n\nThis\nis the [first/second/third/fourth/fifth/sixth] of up to six Extension Letters.\n\nVery\ntruly yours,\n\nBayview\nAcquisition Corp\n\nBy:\n\nName:\n\nTitle:\n\ncc:\nChardan Capital Markets LLC\n\n3.\nAll other provisions of the Original Trust Agreement shall remain unaffected by the terms hereof.\n\n4.\nThis Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be\none and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile\nsignature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.\n\n5.\nThis Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section\n43 of the Original Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement\nis hereby ratified, intentionally waived and relinquished by all parties hereto.\n\n6.\nThis Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect\nto conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.\n\n*[signature\npage follows]*\n\nIN\nWITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written\nabove.\n\n**EQUINITI\nTRUST COMPANY, LLC**, as Trustee\n\nBy:\n\nName:\n\nTitle:\n\n**BAYVIEW\nACQUISITION CORP**\n\nBy:\n\nName:\n\nTile:\n\n**PROXY CARD**\n\n**FOR\nTHE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF**\n\n**BAYVIEW\nACQUISITION CORP**\n\n**THIS\nPROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS**\n\nThe\nundersigned hereby appoints Xin Wang, the Company’s Chief Executive Officer, (the “*Proxy*”) as proxy, with the\npower to appoint a substitute to vote the shares that the undersigned is entitled to vote (the “*Shares*”) at the Extraordinary\nGeneral Meeting of shareholders of Bayview Acquisition Corp to be held on May 28, 2026 at 9:30 a.m. Eastern Standard Time, virtually\nvia live webcast at https://edge.media-server.com/mmc/p/xuosu8xk, password: bayview2026 or at any adjournments and/or postponements thereof.\nSuch Shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in the Proxy’s discretion\non such other matters as may properly come before the Extraordinary General Meeting or any adjournment or postponement thereof.\n\nThe\nundersigned acknowledges receipt of the accompanying Proxy Statement and revokes all prior proxies for said meeting.\n\nTHE\nSHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED AND DELIVERED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED\nSHAREHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND\n3. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.\n\n(**Continued\nand to be marked, dated and signed on reverse side**)\n\n**~\nPLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~**\n\n**BAYVIEW ACQUISITION\nCORP - THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3.**\n\nPlease\nmark votes as ☒\n\nindicated in this example\n\n**FOR**\n\n**AGAINST**\n\n**ABSTAIN**\n\n(1)\n**The Extension Amendment Proposal** - It is resolved as a special resolution that the following articles of Bayview’s Second\nAmended and Restated Memorandum and Articles of Association adopted by special resolution passed on September 16, 2024 and further\namended by special resolutions passed on June 17, 2025 and December 12, 2025 (the “*Existing Charter*”) be amended\nas follow with immediate effect:\n\n☐\n\n☐\n\n☐\n\n(i)\nArticle 37.8 of\nthe Existing Charter be deleted in its entirety and replaced as follows:\n\n*“37.8*\n*The\nCompany has until June 19, 2026 (the **Termination Date**) to consummate a Business Combination, provided that if the Board of\nDirectors anticipates that the Company may not be able to consummate a Business Combination by the Termination Date, the Company\nmay, by Resolution of Directors, at the request of the Sponsors, extend the Termination Date up to six (6) times, each by an additional\none (1) month (for a total of up to six (6) months after the Termination Date) to complete a Business Combination, subject to the\nSponsors depositing additional funds into the Trust Account upon five days’ advance notice prior to the applicable deadline\nin accordance with terms as set out in the Trust Agreement and referred to in the Registration Statement. In the event that the Company\ndoes not consummate a Business Combination by the Termination Date (or six (6) months after the Termination Date, subject in the\nlatter case to valid extensions having been made in each case) or such later time as the Members of the Company may approve in accordance\nwith these Articles, the Company shall:*\n* *\n* *\n* *\n* *\n* *\n* *\n\n*(a)*\n*cease\nall operations except for the purpose of winding up;*\n* *\n* *\n* *\n* *\n* *\n* *\n\n* *\n* *\n* *\n* *\n* *\n* *\n* *\n\n*(b)*\n*as\npromptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable\nin cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust\nAccount and not previously released to the Company to pay income taxes, if any (less up to US$100,000 of interest to pay dissolution\nexpenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’\nrights as Members (including the right to receive further liquidation distributions, if any); and*\n* *\n* *\n* *\n* *\n* *\n* *\n\n* *\n* *\n* *\n* *\n* *\n* *\n* *\n\n*(c)*\n*as\npromptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the\ndirectors, dissolve and liquidate,*\n\n*subject\nin each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other\nrequirements of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination,\nthe Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures\nset out in this Article with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law\nto provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.”*\n\n** **\n** **\n**FOR**\n** **\n**AGAINST**\n** **\n**ABSTAIN**\n\n(2)\n**The Trust Agreement Amendment Proposal** - It is resolved that Bayview’s investment management trust agreement, dated\nas of December 14, 2023 (as amended, the “*Trust Agreement*”), by and between the Company and Equiniti Trust Company,\nLLC (the “*Trustee*”) be amended to allow the Company to extend the Termination Date from June 19, 2026 up to six\n(6) times, with all six (6) extensions comprised of one month each up to December 19, 2026 (i.e., for a period of time ending up\nto 36 months after the consummation of its initial public offering) by providing five days’ advance notice to the Trustee prior\nto the applicable Termination Date and depositing into the Trust Account, $50,000 for each month in an Extension (the “*Extension\nPayment*”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying Proxy Statement.\n\n☐\n\n☐\n\n☐\n\n**FOR**\n\n**AGAINST**\n\n**ABSTAIN**\n\n(3)\n**The Adjournment Proposal**- It is resolved as an ordinary resolution that the chairman of the Extraordinary General Meeting\nbe directed to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and\nvote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes\nto approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal or to provide additional time to effectuate\nthe Extension, Trust Agreement Amendment and Extension Amendment.\n\n☐\n\n☐\n\n☐\n\nDate\n__________________\n\nSignature\n_____________________\n\nSignature\n(if held jointly) ____________________\n\nWhen\nShares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give\nfull title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership,\nplease sign in partnership name by an authorized person.\n\nA\nvote to abstain will have no effect on proposals 1, 2 or 3. The Shares represented by the Proxy, when properly executed, will be voted\nin the manner directed herein by the undersigned shareholder(s). If no direction is made, this Proxy will be voted FOR each of proposals\n1, 2 and 3. If any other matters properly come before the meeting, the Proxies will vote on such matters in their discretion.\n\n**~\nPLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~**\n\n** **"}