Bayview Acquisition Corp

This management proposal seeks shareholder approval to amend the Company’s charter (Article 37.8) to extend the deadline to complete an initial Business Combination from June 19, 2026 to December 19, 2026 by permitting the Board, at the request of the Sponsors, to adopt up to six one‑month extensions. Management advances this amendment because it believes the current Termination Date will not provide sufficient time to complete a transaction given the work already expended and the time required to negotiate, perform due diligence and meet regulatory or other closing conditions. The charter amendment preserves shareholder redemption rights: public shareholders may elect to redeem their shares in connection with approval of the amendment, and the charter continues to require that the Trust Account be used to satisfy redemptions if no Business Combination occurs. The mechanics contemplated rely on Sponsors depositing additional funds into the Trust Account to preserve the cash-per-public-share value; those deposits are documented in the Trust Agreement amendment and give Sponsors a non‑interest bearing unsecured promissory note in exchange. Because the Founder Shares and Private Placement Units (held by Sponsors and insiders) represent a controlling voting block, the practical threshold of public shareholder votes required to pass the amendment is modest but meaningful, and shareholder economics may be affected if significant redemptions reduce funds available to complete a transaction. The Board disclaims any guarantee that the extension will enable a Business Combination and retains the right to liquidate even if the amendment is approved. Approving the amendment extends the SPAC’s life and gives it more flexibility to complete a de‑SPAC transaction, but increases the period during which conflicts of interest, sponsor incentives, and dilution dynamics could materialize; shareholders should weigh the potential opportunity of a successful Business Combination against the risks of prolonged SPAC status, additional sponsor payments being retained in the Trust Account only if a deal closes, and possible Nasdaq listing risks referenced elsewhere in the proxy.

This proposal asks shareholders to approve an amendment to the Company’s Trust Agreement to permit up to six sequential one‑month extensions of the SPAC’s termination date through December 19, 2026, conditioned on the Sponsors providing five days’ notice and depositing $50,000 per month into the Trust Account for each extension. Operationally, the amendment codifies the mechanics by which extensions are funded and documented (including an Extension Letter to the Trustee and a promissory note payable on consummation of a Business Combination), and it clarifies the Trustee’s liquidation triggers and distribution mechanics in those circumstances. From a governance perspective, the amendment shifts economic exposure for time extensions from the public shareholders to the Sponsors—Sponsors must deposit nominal amounts into the Trust Account but will receive unsecured, non‑interest bearing promissory notes that are payable only if a Business Combination is completed; if no deal closes, those notes will not be repaid except from funds outside the Trust Account. The Trust Agreement amendment is interdependent with the charter amendment: both must be approved for an extension to be implemented. Approval requires a relatively high threshold (65% of outstanding ordinary shares under the Trust Agreement), making passage dependent on Sponsor and insider support. The amendment reduces the immediate risk of forced liquidation by creating a clear, sponsor-funded path for short extensions while creating potential adverse consequences: redemptions exercised in connection with the extension reduce the Trust Account and could impair the ability to consummate a transaction even after extensions are funded. The unsecured nature of the promissory notes and the fact that Sponsors are not obligated to fund extensions increase sponsor decision discretion and potential conflicts of interest; shareholders should evaluate the credibility and resources of the Sponsors and consider the dilution and liquidity implications of multiple extension cycles.

This procedural management proposal would authorize the chairman to adjourn the meeting to permit additional solicitation of proxies or to allow additional time to effectuate the Extension and related amendments if, at the time of the Extraordinary General Meeting, there are insufficient votes to approve the primary proposals. While largely procedural, the adjournment power is strategically important for management because it allows the Company to continue outreach to public shareholders and brokers, to obtain additional votes from insiders or to coordinate Sponsor extension funding before the Termination Date. The adjournment proposal requires only a simple majority and will only be presented if the required vote thresholds for the charter and trust agreement amendments are not met; the Board’s recommendation to vote “FOR” reflects a desire to preserve flexibility to secure the necessary approvals. For shareholders, adjournment can be a double‑edged sword: it permits more time to consider redemption elections and can enable a favorable outcome (passage of the extension), but it may also delay finality and extend the period during which shareholder capital remains in a SPAC vehicle with attendant market and regulatory risks. Given the significant voting power held by the Sponsors and initial shareholders, adjournment may be sufficient in practice to allow management to marshal additional votes, though it also increases the opportunity for further solicitation costs and potential proxy contests. The Board’s recommendation and the adjournment mechanics should be viewed in light of the interdependence of the proposals, the Sponsor funding mechanics, and the Nasdaq compliance timeline referenced elsewhere in the proxy.