Bayview Acquisition Corp. Signs Material Definitive Agreement

TL;DR

Bayview Acquisition Corp. signed a big deal on June 7th. Details in the filing.

AI Summary

Bayview Acquisition Corp. entered into a Material Definitive Agreement on June 7, 2024. The filing also includes financial statements and exhibits related to this agreement. The company is incorporated in the Cayman Islands and its principal executive offices are located in New York, NY.

Why It Matters

This filing indicates a significant business development for Bayview Acquisition Corp., potentially signaling a merger, acquisition, or other material transaction that could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can represent significant strategic shifts or financial commitments, carrying inherent risks related to deal execution and market reception.

Key Players & Entities

• Bayview Acquisition Corp. (company) — Registrant
• June 7, 2024 (date) — Date of earliest event reported
• 420 Lexington Ave, Suite 2446 New York, NY 10170 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share BAYA The Nasdaq Stock Mar
• $15,000,000 — ing in the aggregate amount of at least $15,000,000 in the form of firm written commitments

Filing Documents

• form8-k.htm (8-K) — 93KB
• ex2-1.htm (EX-2.1) — 1946KB
• ex10-1.htm (EX-10.1) — 85KB
• ex10-2.htm (EX-10.2) — 91KB
• 0001493152-24-023717.txt ( ) — 2733KB
• bayau-20240607.xsd (EX-101.SCH) — 4KB
• bayau-20240607_def.xml (EX-101.DEF) — 27KB
• bayau-20240607_lab.xml (EX-101.LAB) — 37KB
• bayau-20240607_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On June 7, 2024, Bayview Acquisition Corp, a Cayman Islands exempted company (" SPAC " or the " Company ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") by and among the Company, Oabay Holding Company, a Cayman Islands exempted company limited by shares (" PubCo "), Oabay Inc., a Cayman Islands exempted company limited by shares (" Oabay "), Bayview Merger Sub I Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (" Merger Sub 1 "), Bayview Merger Sub 2, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (" Merger Sub 2 "), Oabay Merger Sub Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (" Merger Sub 3 "), BLAFC Limited, a business company limited by shares in the British Virgin Islands, Bayview Holding LP, a Delaware limited partnership, and Peace Investment Holdings Limited, a Delaware limited partnership, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, (i) SPAC will merge with and into Merger Sub 1, with SPAC surviving the merger in accordance with the Companies Act (As Revised) of the Cayman Islands (the " Act ") (the " First SPAC Merger "), (ii) immediately following the First SPAC Merger, SPAC will merge with and into Merger Sub 2, with Merger Sub 2 surviving the merger in accordance with the Act (the " Second SPAC Merger ," and together with the First SPAC Merger, the " Initial Mergers "), and (iii) following the Initial Mergers, Merger Sub 3 will merge with and into Oabay, with Oabay being the surviving entity and becoming a wholly-owned subsidiary of PubCo in accordance with the Act (the " Acquisition Merger ," and together with the Initial Mergers, the " Mergers ") (the transactions contemplated by the Merger Agreement, including, but not limited to the Mergers, the " B

financial statements for the fiscal year ending December 31, 2024 prepared in accordance

financial statements for the fiscal year ending December 31, 2024 prepared in accordance with U.S. GAAP (as defined in the Merger Agreement) (the " PubCo 2024 Audited Financials "), if and only if, such PubCo 2024 Audited Financials reflect consolidated revenue in excess of RMB 436,000,000.00 during fiscal year 2024; (ii) subject to clause (iii) below, the Pro Rata Portion of 3,000,000 Earnout Shares (collectively, the " 2025 Earnout Shares ") will be issued and delivered by PubCo to each Earnout Shareholder within five Business Days following the date of filing of an annual report on Form 20-F or 10-K whichever is applicable by PubCo with the SEC containing an audited report issued by the independent auditor of PubCo for the PubCo's audited consolidated annual

financial statements for the fiscal year ending December 31, 2025 prepared in accordance

financial statements for the fiscal year ending December 31, 2025 prepared in accordance with U.S. GAAP (the " PubCo 2025 Audited Financials "), if and only if, such PubCo 2025 Audited Financial reflects consolidated revenue in excess of RMB 583,000,000.00 during fiscal year 2025; provided , that (iii) if the PubCo 2024 Audited Financials do not reflect consolidated revenue in excess of RMB 436,000,000 during fiscal year 2024, but the PubCo 2025 Audited Financials reflect consolidated revenue in excess of RMB 1,019,000,000.00 during fiscal year 2025, the Pro Rata Portion of 6,000,000 Earnout Shares will be issued and delivered by PubCo to each Earnout Shareholder within five Business Days following the date of filing of the PubCo 2025 Audited Financials. For the avoidance of doubt, and subject to adjustment pursuant to Section 4.6(d) of the Merger Agreement, the maximum aggregate number of Earnout Shares available to Earnout Shareholders pursuant to Section 4.6 of the Merger Agreement shall not exceed 6,000,000. Representations and Warranties; Indemnification; Covenants The Merger Agreement contains representations and warranties of each of the parties thereto that are customary for transactions of this type, many of which are qualified by materiality and "Material Adverse Effect" (as defined in the Merger Agreement) standards. The representations and warranties of the respective parties to the Merger Agreement will survive for a period of 12 months following the closing of the Mergers (the " Closing "); provided, that the Company Fundamental Representations (as such term is defined in the Merger Agreement) shall survive indefinitely and the tax representations contained in Section 5.25 of the Merger Agreement will survive the Closing until 90 days after the expiration of the applicable statute of limitations. The Principal Shareholder (as defined in the Merger Agreement) shall indemnify and hold harmless the Indemnified Party (as defined in the Merger Agreeme

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. The Exhibit Index is incorporated by reference herein. EXHIBIT INDEX Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of June 7, 2024, by and among Bayview Acquisition Corp, Oabay Holding Company, Oabay Inc. and the additional parties thereto. 10.1* Shareholder Support Agreement dated as of June 7, 2024, by and among Bayview Acquisition Corp, Oabay Inc. and the additional parties thereto. 10.2* Sponsor Support Agreement dated as of June 7, 2024, by and among Bayview Acquisition Corp,, Oabay Inc., Bayview Holding LP, and Peace Investment Holdings Limited and the additional parties thereto. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 13, 2024 BAYVIEW ACQUISITION CORP By: /s/ Xin Wang Name: Xin Wang Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR