SC 13G 1 w80048898a.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. _)*

Bayview Acquisition Corp

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

07323B100

(CUSIP Number)

September 30, 2024

(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).

CUSIP No. 07323B100

SCHEDULE 13G

Page 2 of 6 Pages

1	NAMES OF REPORTING PERSONS W. R. Berkley Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 283,483
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 283,483
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 283,483
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON CO

CUSIP No. 07323B100

SCHEDULE 13G

Page 3 of 6 Pages

1	NAMES OF REPORTING PERSONS Berkley Insurance Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 283,483
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 283,483
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 283,483
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON IC, CO

Item 1(a)	Name of Issuer:

	Bayview Acquisition Corp

Item 1(b)	Address of Issuer’s Principal Executive Offices:

	420 Lexington Ave, Suite 2446, New York, New York 10170


Items 2(a)	Name of Person Filing:

	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.

Item 2(b)	Address of Principal Business Office:

	The address of each Reporting Person is:
	475 Steamboat Road
	Greenwich, CT 06830

Item 2(c)	Citizenship:

	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.

Item 2(d)	Title of Class of Securities:

	Ordinary Shares, par value $0.0001 per share

Item 2(e)	CUSIP Number:

	07323B100


Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:

	(a)	[ ]	Broker or dealer registered under Section 15 of the Act;
	(b)	[ ]	Bank as defined in Section 3(a)(6) of the Act;
	(c)	[X]	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	[ ]	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	[ ]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	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;
	(j)	[ ]	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
	(k)	[ ]	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4	Ownership:

	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.


Item 5	Ownership of Five Percent or Less of a Class:

	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: ☐


Item 6	Ownership of More than Five Percent on Behalf of Another Person:

	N/A


Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

	See Exhibit 99.1.


Item 8	Identification and Classification of Members of the Group:

	N/A


Item 9	Notice of Dissolution of Group:

	N/A


Item 10	Certification:

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

	W. R. BERKLEY CORPORATION

	By:	/s/ Richard M. Baio
		Name: Richard M. Baio
		Title: Executive Vice President and Chief Financial Officer


	BERKLEY INSURANCE COMPANY

	By:	/s/ Richard M. Baio
		Name: Richard M. Baio
		Title: Executive Vice President and Treasurer

SEC Form SC 13G filed by Bayview Acquisition Corp