Form SC 13G - Statement of Beneficial Ownership by Certain Investors
November 06 2024 - 7:08PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 07323B100
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SCHEDULE 13G
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
W. R. Berkley Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
283,483
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
283,483
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
283,483
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 07323B100
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SCHEDULE 13G
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Page 3 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
Berkley Insurance Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
283,483
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
283,483
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
283,483
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12
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TYPE OF REPORTING PERSON
IC, CO
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Item 1(a)
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Name of Issuer:
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Bayview Acquisition Corp
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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420 Lexington Ave, Suite 2446, New York, New York 10170
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Items 2(a)
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Name of Person Filing:
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The information required by Item 2(a) is set forth in Row 1 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
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Item 2(b)
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Address of Principal Business Office:
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The address of each Reporting Person is:
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475 Steamboat Road
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Greenwich, CT 06830
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Item 2(c)
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Citizenship:
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The information required by Item 2(c) is set forth in Row 4 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
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Item 2(d)
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Title of Class of Securities:
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Ordinary Shares, par value $0.0001 per share
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Item 2(e)
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CUSIP Number:
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07323B100
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Act;
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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[X]
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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[ ]
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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[ ]
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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Item 4
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Ownership:
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The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
Calculation of the ownership percentage set forth in Row 11 is based on 5,441,511 Ordinary Shares outstanding on August 26, 2024 (after giving effect to the subsequent redemption of 2,290,989 Ordinary Shares), as disclosed in Issuer's
proxy statement dated August 26, 2024 and its Form 8-K filed September 18, 2024.
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Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the Select Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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N/A
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
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See Exhibit 99.1.
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Item 8
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Identification and Classification of Members of the Group:
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N/A
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Item 9
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Notice of Dissolution of Group:
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N/A
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Item 10
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Certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: November 6, 2024
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W. R. BERKLEY CORPORATION
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By:
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/s/ Richard M. Baio
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Name: Richard M. Baio
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Title: Executive Vice President and Chief Financial Officer
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BERKLEY INSURANCE COMPANY
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By:
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/s/ Richard M. Baio
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Name: Richard M. Baio
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Title: Executive Vice President and Treasurer
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EXHIBIT 99.1
The identity and the Item 3 classification of the relevant subsidiary is: Berkley Insurance Company, which
is an insurance company in accordance with Rule 13d-1(b)(1)(ii)(C).
EXHIBIT 99.2
AGREEMENT OF REPORTING PERSONS
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is
filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned
acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the
information concerning the others, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken
together shall constitute one and the same instrument.
Dated: November 6, 2024
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W. R. BERKLEY CORPORATION
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By:
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/s/ Richard M. Baio
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Name: Richard M. Baio
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Title: Executive Vice President and Chief Financial Officer
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BERKLEY INSURANCE COMPANY
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By:
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/s/ Richard M. Baio
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Name: Richard M. Baio
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Title: Executive Vice President and Treasurer
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