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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Bayview Acquisition Corporation | NASDAQ:BAYAU | NASDAQ | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 10.80 | 8.74 | 12.85 | 0 | 18:00:05 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| N/A | ||||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code (
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 7.01. | Regulation FD Disclosure. |
On June 7, 2024, Bayview Acquisition Corp, a Cayman Islands exempted company limited by shares (“SPAC” or the “Company”), issued a press release announcing the execution of 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 1 Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (“Merger Sub 1”), Bayview Merger Sub 2 Limited, 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 transactions contemplated by the Merger Agreement, the “Business Combination”). A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company intends to file a preliminary proxy statement and a definitive proxy statement with the SEC. The Company’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statements and the amendments thereto and the definitive proxy statements and documents incorporated by reference therein filed in connection the Business Combination, as these materials will contain important information about Oabay, the Company and the Business Combination. When available, the definitive proxy statement and other relevant materials for the Business Combination will be mailed to shareholders of the Company as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statements, the definitive proxy statements and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to the Company at 420 Lexington Ave, Suite 2446, New York, NY 10170, Attention: Xin Wang, Chief Executive Officer, (347) 6270-0058.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to the Company at 420 Lexington Ave, Suite 2446, New York, NY 10170, Attention: Xin Wang, Chief Executive Officer, (347) 6270-0058. Additional information regarding the interests of such participants will be contained in the proxy statement for the Business Combination when available.
Oabay and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the proxy statement for the Business Combination when available.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s and Oabay’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s and Oabay’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s and Oabay’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (2) the outcome of any legal proceedings that may be instituted against the Company and/or Oabay following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability to complete the Business Combination, including due to failure to obtain approval of the shareholders of the Company or other conditions to closing in the Merger Agreement; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed Business Combination; (6) the inability to obtain or maintain the listing of the post-acquisition company’s ordinary shares on Nasdaq following the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that Oabay or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties indicated from time to time in the proxy statement relating to the Business Combination, including those under “Risk Factors” therein, and in the Company’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated June 07, 2024. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURE
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.
| BAYVIEW ACQUISITION CORP | ||
| By: | /s/ Xin Wang | |
| Name: | Xin Wang | |
| Title: | Chief Executive Officer | |
Dated: June 7, 2024
Exhibit 99.1
Bayview Acquisition Corp Announces Entry into a Merger Agreement with Oabay Inc., Creating a Publicly Traded Enterprise Trade Credit Digital Transformation Solutions Company
| - | Oabay Inc. to receive US$300 million in equity of Oabay Holding Company | |
| - | Combined company will have an implied initial enterprise value of approximately US$393 million. | |
| - | Transaction anticipated to close in the second half of 2024 |
New York, NY, June 7, 2024 — Bayview Acquisition Corp (NASDAQ: BAYA, BAYAU, and BAYAR) (“BAYA”), a special purpose acquisition company, announced the execution of an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which BAYA will undergo a business combination with Oabay Inc. (“Oabay”), which provides trade credit digital transformation solutions, through its wholly owned subsidiary in mainland China. The transaction has been approved by the boards of directors of BAYA and Oabay and is expected to be consummated in late 2024. The closing of the transaction is subject to regulatory approval, approval by the shareholders of BAYA and Oabay and the satisfaction of certain other customary closing conditions.
Company Overview
Oabay provides trade credit digital transformation solutions that primarily consist of two types of services: supply chain finance cloud services and trade credit management cloud services. Leveraging and building upon its experience in accounts receivable factoring and enterprise credit digitalization for small-to-medium-sized enterprises, Oabay offers supply chain financing to critically and strategically positioned companies, and optimizes the process to produce credit assets within supply chains for financial institutions and other companies with improved efficiency and savings. Oabay has more than ten years of operating history and is a pioneer in the Chinese trade credit technology solutions industry.
Key Transaction Terms
The transaction will be structured as a business combination involving the following mergers: (a) Bayview Merger Sub 1 Limited, a Cayman Islands exempted company (“Merger Sub 1”) and a wholly-owned subsidiary of Oabay Holding Company, a Cayman Islands exempted company (“PubCo”), will merge with and into BAYA, with BAYA being the surviving entity (the “First SPAC Merger”), (b) immediately following the First SPAC Merger, BAYA will merge with and into Bayview Merger Sub 2 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 2”), with Merger Sub 2 being the surviving entity (the “Second SPAC Merger”, and together with the First SPAC Merger, the “Initial Mergers”), and (c) following the Initial Mergers, Oabay Merger Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of PubCo (“Merger Sub 3”) will merge with and into Oabay, with Oabay being the surviving entity and becoming a wholly owned subsidiary of PubCo (the “Acquisition Merger” and together with the Initial Mergers, the “Mergers”).
As a result of the Mergers, Oabay shareholders will receive ordinary shares of PubCo, valued at US$300,000,000.
Oabay will use its reasonable best efforts to obtain transaction financing in the aggregate amount of at least US$15,000,000, in the form of firm written commitments from investors reasonably acceptable to BAYA or in the form of good faith deposits made by investors for a private placement of equity, debt or other alternative financing, in each case, to Oabay or BAYA, on terms and conditions to be agreed by BAYA and Oabay (a “Transaction Financing”), and (b) as long as Oabay procures the Transaction Financing, BAYA shall use its reasonable best efforts to obtain additional transaction financing to BAYA or PubCo on terms reasonably satisfactory to BAYA and Oabay.
Upon the closing of the Mergers, PubCo is expected to become a NASDAQ-listed public company trading under a new ticker symbol. Oabay’s executive management team will lead the PubCo. There can be no assurance that the Mergers will be consummated.
The description of the Mergers contained herein is only a summary and is qualified in its entirety by reference to the Merger Agreement. For additional information, see BAYA’s Current Report on Form 8-K, which will be filed promptly and can be obtained at the website of the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov.
Advisors
Winston & Strawn LLP is serving as legal advisor to BAYA, Han Kun Law Offices LLP and Ogier are serving as PRC and Cayman legal advisors to BAYA, respectively. Hunter Taubman Fischer & Li LLC is serving as legal advisor to Oabay, Yingke Law Firm and Ogier are serving as PRC and Cayman legal advisors to Oabay.
About Oabay Inc
Oabay provides trade credit digital transformation solutions that primarily consist of two types of services: supply chain finance cloud services and trade credit management cloud services. Leveraging and building upon its experience in accounts receivable factoring and enterprise credit digitalization for small-to-medium-sized enterprises, Oabay offers supply chain financing to critically and strategically positioned companies, and optimizes the process to produce credit assets within supply chains for financial institutions and other companies with improved efficiency and savings. Oabay has more than ten years of operating history and is a pioneer in the Chinese trade credit technology solutions industry.
About Bayview Acquisition Corp
Bayview Acquisition Corp is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the company is not limited to a particular industry or geographic region in its identification and acquisition of a target company, the company has focused its search on businesses throughout Asia.
Cautionary Note Regarding Forward Looking Statements
This press release may contain statements that constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning PubCo’s, BAYA’s and Oabay’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, and the effects of regulation, including whether the Mergers will generate returns for stockholders or shareholders, respectively. These forward-looking statements are based on PubCo’s, BAYA’s or Oabay’s management’s current expectations, projections, and beliefs, as well as a number of assumptions concerning future events. When used in this communication, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside of PubCo’s, BAYA’s or Oabay’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions, and other important factors include, but are not limited to: (a) the occurrence of any event, change, or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Mergers; (b) the outcome of any legal proceedings that may be instituted against PubCo, BAYA, Oabay, or others following the announcement of the Mergers and any definitive agreements with respect thereto; (c) the inability to complete the Mergers due to the failure to obtain the approval of the shareholders of BAYA, to obtain financing to complete the Mergers or to satisfy other conditions to closing; (d) changes to the proposed structure of the Mergers that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Mergers; (e) the ability to meeting the applicable stock exchange listing standards following the consummation of the Mergers; (f) the risk that the Mergers disrupts current plans and operations of Oabay or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (g) the ability to recognize the anticipated benefits of the Mergers, which may be affected by, among other things, competition, the ability of PubCo and Oabay to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (h) costs related to the Mergers; (i) changes in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations) which could result in the need for BAYA to restate its historical financial statements and cause unforeseen delays in the timing of the Mergers and negatively impact the trading price of BAYA’s securities and the attractiveness of the Mergers to investors; (j) the possibility that BAYA and Oabay may be adversely affected by other economic, business, and/or competitive factors; (k) Oabay’s ability to execute its business plans and strategies; (l) Oabay’s estimates of expenses and profitability; (m) risks relating to Oabay’s operations and business, including information technology and cybersecurity risks; (n) the risk that the transaction may not be completed by BAYA’s business combination deadline and the potential failure to obtain extensions of the business deadline if sought by BAYA; (o) other risks and uncertainties indicated from time to time in the final prospectus of BAYA relating to its initial public offering filed with the SEC, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by BAYA. Copies are available on the SEC’s website, www.sec.gov. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and PubCo, BAYA and Oabay assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. PubCo, BAYA and Oabay do not give any assurances that PubCo, BAYA or Oabay will achieve their expectations.
Additional Information about the Mergers and Where to Find It
In connection with the proposed Mergers, BAYA will file a registration statement on Form F-4 (as may be amended from time to time, the “Registration Statement”) that will include a preliminary proxy statement of BAYA and a registration statement/preliminary prospectus of PubCo, and after the Registration Statement is declared effective, BAYA will mail a definitive proxy statement/prospectus relating to the Mergers to its shareholders. The Registration Statement, including the proxy statement/prospectus contained therein, when declared effective by the SEC, will contain important information about the Mergers and the other matters to be voted upon at a meeting of BAYA’s shareholders to be held to approve the Mergers and related matters. This communication does not contain all of the information that should be considered concerning the Mergers and other matters and is not intended to provide the basis for any investment decision or any other decision in respect to such matters. PubCo, BAYA and Oabay may also file other documents with the SEC regarding the Mergers. BAYA shareholders and other interested persons are advised to read the preliminary proxy statement/prospectus when available and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Mergers, as these materials will contain important information about PubCo, BAYA, Oabay and the Mergers.
When available, the definitive proxy statement/prospectus and other relevant materials for the Mergers will be mailed to BAYA shareholders as of a record date to be established for voting on the Mergers. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed or that will be filed with the SEC through the website maintained by the SEC at www.sec.gov, or by directing a request to the contacts mentioned below.
Participants in the Solicitation
PubCo, BAYA, Oabay, and their respective directors and officers may be deemed participants in the solicitation of proxies of BAYA shareholders in connection with the Mergers. BAYA shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of BAYA and a description of their interests in BAYA is contained in BAYA’s final prospectus related to its initial public offering, dated December 19, 2023, and in BAYA’s subsequent filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to BAYA shareholders in connection with the Mergers and other matters to be voted upon at the BAYA shareholder meeting will be set forth in the Registration Statement. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Mergers will be included in the Registration Statement that PubCo intends to file with the SEC. You will be able to obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This press release relates to proposed Mergers involving PubCo, BAYA and Oabay. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale or exchange of securities in any jurisdiction in which such offer, solicitation, sale, or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
For investor and media inquiries, please contact:
Bayview Acquisition Corp
Taylor Zhang
Email: taylorzhang@irimpact.com
Tel.: 203-998-5540
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