S-1MEF

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bayview Acquisition Corp

(Exact name of Registrant as specified in its charter)

Cayman Islands	6770	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Bayview Acquisition Corp

420 Lexington Ave Suite 2446

New York, NY 10170

Tel: (347) 627-0058

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Yuk Man Lau

Bayview Acquisition Corp

420 Lexington Ave Suite 2446

New York, NY 10170

Tel: (347) 627-0058

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Michael J. Blankenship Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, Texas 77002 Tel: (713) 651-2600 Christian O. Nagler, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-275649

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act. (Check one):

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☐	(Do not check if a smaller reporting company)	Smaller reporting company ☒

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act.

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Securities Act”), Bayview Acquisition Corp (“Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (“Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-275649) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on November 17, 2023, and which the Commission declared effective on December 14, 2023.

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of units offered by the Registrant by 1,000,000 units. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are incorporated by reference into this Registration Statement.

The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 14th day of December 2023.

BAYVIEW ACQUISITION CORP.
By:	/s/ Xin Wang
	Xin Wang
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Xin Wang	Chief Executive Officer	December 14, 2023
Xin Wang	(Principal Executive Officer)
/s/ David Bamper	Chief Financial Officer	December 14, 2023
David Bamper	(Principal Financial and Accounting Officer)
/s/ Yuk Man Lau	Chairperson	December 14, 2023
Yuk Man Lau

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Winston & Strawn LLP
5.2	Opinion of Ogier, Cayman Islands legal counsel to the Registrant
23.1	Consent of Winston & Strawn LLP (included in Exhibit 5.1).
23.2	Consent of Ogier, Cayman Islands legal counsel to the Registrant (included in Exhibit 5.2).
23.3	Consent of UHY, LLP, independent registered public accounting firm.
107	Filing Fee Table.

EX-5.1

Exhibit 5.1

December 14, 2023

Bayview Acquisition Corp

420 Lexington Avenue, Suite 2446

New York, NY 10170

Re: Form S-1 Registration Statement

Ladies and Gentlemen:

We have acted as special counsel to Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 14, 2023 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement incorporates by reference the registration statement on Form S-1 (Registration No. 333-275649) initially filed with the Commission on November 17, 2023, as amended to date (the “Prior Registration Statement”), which was declared effective by the Commission on December 14, 2023.

The Registration Statement relates to the registration, pursuant to Rule 462(b) under the Securities Act, of the offer and sale of up to 1,150,000 Units of the Company (the “Units”) (including up to 150,000 Units subject to the Underwriters’ (as defined below) over-allotment option), with each Unit consisting of (i) one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares” and the Ordinary Shares underlying the Units, the “Shares”), for an aggregate of up to 1,150,000 Shares (including up to 150,000 Shares included in the Units subject to the Underwriters’ over-allotment option) and (ii) one right (a “Right”) entitling the holder thereof to receive one-tenth of one Ordinary Share, for an aggregate of up to 1,150,000 Rights (including up to 150,000 Rights included in the Units subject to the Underwriters’ over-allotment option) to be issued under a Rights Agreement (the “Rights Agreement”), dated December 14, 2023, by and between the Company and American Stock Transfer & Trust Company, as Rights Agent, pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”), dated December 14, 2023, by and between the Company and Chardan Capital Markets, LLC, as representative of the underwriters named therein (the “Underwriters”).

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

In rendering the opinions set forth below, we examined and relied upon such certificates, corporate records, agreements, instruments, and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinions. In rendering the opinions set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Prior Registration Statement and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, that all parties to such documents had the power, corporate or other, to enter into and perform all obligations thereunder and all such documents have been duly authorized by all requisite action, corporate or other, and duly executed and delivered by all parties thereto. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. In rendering the opinions set forth below, we have further assumed that, before the issuance of the Units, Shares and Rights, the conditions to consummating the transactions contemplated by the Underwriting Agreement will have been satisfied or duly waived and such transactions are consummated.

December 14, 2023 Page 2

Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

1. When the Units are delivered to the Underwriters against payment of the agreed consideration therefor in accordance with the Underwriting Agreement, each Unit will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

2. When the Units are delivered to the Underwriters against payment of the agreed consideration therefor in accordance with the Underwriting Agreement, each Right included in the Units will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

The opinions expressed herein are based upon and limited to the laws of the State of New York. We express no opinion herein as to any other laws, statutes, regulations or ordinances. The opinions expressed herein that are based on the laws of the State of New York are limited to the laws generally applicable in transactions of the type covered by the Registration Statement.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission or that this consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Winston & Strawn LLP

EX-5.2

Exhibit 5.2

Bayview Acquisition Corp 89 Nexus Way, Camana Bay Grand Cayman, KY1-9009 Cayman Islands	D +852 3656 6054/ +852 3656 6061
	E nathan.powell@ogier.com/ florence.chan@ogier.com
	Reference: FYC/NGJ/504909.00001
	14 December 2023

Dear Sirs

Bayview Acquisition Corp (the Company)

We have been requested to provide you with an opinion on matters of Cayman Islands law in relation to the Company’s registration statement on Form S-1, including all amendments or supplements thereto, filed with the United States Securities Exchange Commission under the United States Securities Act of 1933 (the Act), as amended (including its exhibits, the Registration Statement) related to the offering and sale of (the Offering):

(i) 6,000,000 units (each a Unit, and together, the Units), with each Unit consisting of (a) one ordinary share of the Company with a par value of US$0.0001 each (the Ordinary Shares), (b) one right which entitles its holder to receive one-tenth (1/10) of one Ordinary Share upon completion of the initial business combination (the Rights);

(ii) up to an additional 900,000 units (the Over-allotment Units, and together with the Units, the Public Units) which the representative of the underwriters, Chardan Capital Markets, LLC (the Representative), will have a 45-day option to purchase from the Company to cover over-allotments, if any; and

(iii) all Ordinary Shares and Rights issued as part of the Public Units and all Ordinary Shares that may be issued upon exercise of the Rights comprised in such Public Units (which constitute all of the Ordinary Shares or Rights to acquire the same in the Company being registered pursuant to the Registration Statement).

Ogier Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws Floor 11 Central Tower 28 Queen’s Road Central Central Hong Kong T +852 3656 6000 F +852 3656 6001 ogier.com Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Michael Snape Justin Davis Florence Chan* Lin Han^† Cecilia Li** Rachel Huang** Richard Bennett**^‡ James Bergstrom^‡ Marcus Leese^‡ * admitted in New Zealand ^† admitted in New York ** admitted in England and Wales ^‡ not ordinarily resident in Hong Kong

All of the Public Units, including the Ordinary Shares and Rights comprised therein and the Ordinary Shares underlying the Rights included in such Units, are collectively referred to as the Securities.

This opinion letter is given in accordance with the terms of the legal matters section of the Registration Statement.

A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.

1 Documents examined

For the purposes of giving this opinion, we have examined the corporate and other documents and conducted the searches listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.

2 Assumptions

In giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of those assumptions.

3 Opinions

On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:

Corporate status

(a) The Company has been duly incorporated as an exempted company and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar of Companies).

Corporate power

(b) The Company has all requisite power under its memorandum and articles of association to exercise its rights and perform its obligations under and as described in the Registration Statement.

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Shares

(c) The Ordinary Shares included in the Public Units to be offered and issued by the Company as contemplated by the Registration Statement have been duly authorised for issue and when:

(i) issued by the Company against payment in full of the consideration thereof in accordance with the terms set out in the Registration Statement, the terms set out in the underwriting agreement referred to within the Registration Statement and the Company’s then effective memorandum and articles association; and

(ii) such issuance of Ordinary Shares have been duly registered in the Company’s register of members as fully paid shares,

will be validly issued, fully paid and non-assessable.

(d) Any Ordinary Shares which are to be issued pursuant to the Rights, in each case when the Rights are exercisable under the terms of the rights agreement, as referred to within the Registration Statement, have been duly reserved and authorised for issue and, when:

(i) issued by the Company upon due exercise of the Rights in accordance with the terms of the rights agreement, as referred to in the Registration Statement and in accordance with the Company’s then effective memorandum and articles association; and

(ii) such issuance of Ordinary Shares have been duly registered in the Company’s register of members as fully paid shares,

will be, subject to payment of the exercise price therefor under the terms of the Rights (as applicable), validly issued, fully paid and non-assessable.

No litigation revealed

(e) Based solely on our investigation of the Register of Writs and Other Originating Process (Register of Writs), no litigation was pending in the Cayman Islands against the Company, nor had any petition been presented or order made for the winding up of or the appointment of a restructuring officer to the Company, as of the close of business on the day before our inspection.

4 Matters not covered

We offer no opinion:

(a) as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands;

(b) except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents; or

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(c) as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement, deed or document (other than the Memorandum and Articles of Association) entered into by or binding on the Company.

5 Governing law of this opinion

5.1 This opinion is:

(a) governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

(b) limited to the matters expressly stated in it; and

(c) confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

5.2 Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

6 Who can rely on this opinion

6.1 This opinion is given for your benefit in connection with the Company. With the exception of your professional advisers (acting only in that capacity) and purchasers of the Public Units pursuant to the Registration Statement, it may not be relied upon by any person, other than persons entitled to rely upon it pursuant to the provisions of the Act, without our prior written consent.

6.2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to this firm in the Registration Statement under the heading “Description of Securities” and “Legal Matters”.

Yours faithfully

Ogier

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SCHEDULE 1

List of Documents Examined

1 The Certificate of Incorporation of the Company dated 16 February 2023 issued by the Registrar of Companies of the Cayman Islands.

2 The memorandum and articles of association of the Company as filed with the Registrar of Companies of the Cayman Islands on 16 February 2023 (the Memorandum and Articles of Association).

3 The draft amended and restated articles of association of the Company appended to the Registration Statement to be adopted by the Company with effect from the closing of the Offering.

4 A certificate of good standing dated 12 May 2023 issued by the Registrar of Companies of the Cayman Islands in respect of the Company (the Good Standing Certificate).

5 The undertaking as to tax concessions dated 8 March 2023 issued by the Governor in Cabinet in respect of the Company (the Tax Concession Certificate).

6 The written resolutions of the sole director of the Company dated 11 June 2023, 17 November 2023 and 14 December 2023 (the Sole Director Resolutions).

7 The unanimous written consent of the board of directors in lieu of a meeting dated 14 December 2023 (the Board Consent and the Sole Director Resolutions together, the Board Resolutions).

8 The register of members of the Company as at 22 March 2023 (the Register of Members)

9 The register of Directors and officers of the Company as at 7 March 2023 (the Register of Directors, and together with the Register of Members, the Statutory Books).

10 A certificate from a director of the Company dated 14 December 2023 as to certain matters of fact (the Director’s Certificate).

11 The Registration Statement.

12 The Register of Writs maintained by the office of the Clerk of Courts in the Cayman Islands as inspected by us on 14 December 2023.

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SCHEDULE 2

Assumptions

Assumptions of general application

1 All original documents examined by us are authentic and complete.

2 All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete.

3 All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine.

4 Each of the Good Standing Certificate, Tax Concession Certificate and the Statutory Books is accurate and complete as at the date of this opinion.

5 The form of the underwriting agreement and the rights agreement (collectively, the Documents) will be duly executed by all parties in materially the form as exhibited to the Registration Statement and in respect of the Company, in the manner authorised in the Board Resolutions.

Status, authorisation and execution

6 Each of the parties to the Documents other than the Company is duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws.

7 Each Document will be duly authorised, executed and unconditionally delivered by or on behalf of all parties to it in accordance with all applicable laws (other than, in the case of the Company, the laws of the Cayman Islands) prior to the Offering.

8 In authorising the execution and delivery of the Documents by the Company, the exercise of its rights and performance of its obligations under the Documents, each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her.

Enforceability

9 None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence:

(a) the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and

(b) neither the execution or delivery of the Documents nor the exercise by any party of its rights or the performance of its obligations under the Documents contravene those laws or public policies.

10 There are no agreements, documents or arrangements (other than the documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Documents or the transactions contemplated by them or restrict the powers and authority of the Company in any way.

11 None of the transactions contemplated by the Documents relate to any shares, voting rights or other rights that are subject to a restrictions notice issued pursuant to the Companies Act (Revised) (Companies Act) of the Cayman Islands.

Share issuance

12 The Ordinary Shares will be issued at an issue price in excess of the par value thereof and will be entered on the register of members of the Company as fully paid.

13 The draft amended and restated articles of association appended to the Registration Statement will be adopted by the Company in accordance with the Memorandum and Articles of Association prior to the date that any Public Units and the Ordinary Shares comprised therein are issued by the Company.

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SCHEDULE 3

Qualifications

Good Standing

1 Under the Companies Act, annual returns in respect of the Company must be filed with the Registrar of Companies, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

2 In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar of Companies. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

Register of Writs

3 Our examination of the Register of Writs cannot conclusively reveal whether or not there is:

(a) any current or pending litigation in the Cayman Islands against the Company; or

(b) any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets,

as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.

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EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement of Bayview Acquisition Corp. (the “Company”) on Form S-1 of our report dated November 17, 2023, with respect to our audit of the Company’s financial statements as of February 24, 2023 and for the period from February 16, 2023 (inception) through February 24, 2023, which appears in this Registration Statement on Form S-1. Our report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

We also consent to the reference to our Firm under the caption “Experts” in such Prospectus.

/s/ UHY LLP

New York, New York

December 14, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

S-1

(Form Type)

BAYVIEW ACQUISITION CORP

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule			Amount Registered		Proposed Maximum Offering Price Per Unit(1)		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee (3)(5)
Fees to Be Paid	Equity	Units, each consisting of one ordinary share and one right(2)(3)		457	(a)		1,150,000	$	10.00	$	11,500,000		$0.00014760	$	1,697.40
	Equity	Ordinary Shares, included as part of the Units(3)		Other			1,150,000		-		-		-		-	(4)
	Equity	Whole Rights, included as part of the Units(3)		Other			1,150,000		-		-		-		-	(4)
	Equity	Ordinary Shares underlying the Rights included as part of the Units		Other			115,000	$	10.00	$	1,150,000		$0.00014760	$	169.	74
Previous Paid	Equity	Unit Purchase Option (“UPO”)		457	(a)		1	$	100.00	$	100.00		$0.00014760	$	0.01
Fees to Be Paid	Equity	Units underlying the UPO (“UPO Units”), each consisting of one ordinary share and one right(2)(3)		457	(a)		103,500	$	11.50	$	1,190,250.00		$0.00014760	$	175.68
	Equity	Ordinary Shares, included as part of the UPO Units(3)		Other			103,500		-		-		-		-	(4)
	Equity	Whole  Rights, included as part of the UPO Units(3)		Other			103,500		-		-		-		-	(4)
	Equity	Ordinary Shares underlying the Rights included as part of the UPO Units		Other			10,350	$	10.00	$	103,500		$0.00014760	$	15.28
	Total Offering Amounts									$				$	2058.11
	Total Fees Previously Paid													$	0.01
	Total Fee Offsets														-
	Net Fee Due													$	2058.10

(1)	Estimated solely for the purpose of calculating the registration fee.
(2)	Representing 1,150,000 units, including 1,000,000 units to be issued in the offering and up to 150,000 units which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any—for the UPO Units, 103,500 units, including 90,000 units to be issued in the offering and up to 13,500 units which may be issued upon exercise of such over-allotments—each consisting of one ordinary share, and one right to acquire one-tenth of an ordinary share.
(3)	Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
(4)	No fee pursuant to Rule 457(g) under the Securities Act.
(5)	An additional indeterminate amount of securities are being registered hereby to be offered solely for certain market making transactions, by affiliates of the Registrant. Pursuant to Rule 457(q) under the Securities Act, no additional filing fee is required.

Table 2: Fee Offset Claims and Sources

N/A

Table 3: Combined Prospectuses

N/A