In a recent 8-K filing with the Securities and Exchange Commission, Bayview Acquisition Corp, a special purpose acquisition company (SPAC), announced an amendment to its merger agreement with Oabay Holding Company. The amendment, dated June 26, 2024, modifies the earnout milestones based on new consolidated revenue metrics for the combined entity.
The original agreement, entered on June 7, 2024, outlined a business combination that would result in Oabay becoming a wholly-owned subsidiary of the publicly-listed Bayview Acquisition Corp.
Following the amendment, if the consolidated revenue for fiscal year 2024 does not exceed RMB 436 million, or if the 2025 revenue does not surpass RMB 583 million, but the combined revenue for both years exceeds RMB 1.019 billion, 6 million earnout shares will be issued to each Earnout Shareholder within five business days of filing the 2025 audited financials.
The business combination is subject to customary closing conditions, including approval from Bayview Acquisition Corp's shareholders. The merger aims to take Oabay public on the Nasdaq Stock Market under the new ticker symbols BAYA for ordinary shares and BAYAR for rights.
The filing also highlights that additional information about the business combination will be provided in a proxy statement to be filed with the SEC. Shareholders of Bayview Acquisition Corp will be invited to vote on the proposed merger once the definitive proxy statement is available.
This strategic move comes as Bayview Acquisition Corp, which operates under the blank check company category with a focus on real estate and construction, seeks to expand its business through the acquisition of Oabay, a company in the same sector.
The company emphasizes that the forward-looking statements in the filing are subject to risks and uncertainties that could cause actual results to differ materially from those projected. The filing also serves as a reminder that this report is not a solicitation of a proxy or an offer to buy or sell securities.
Investors and shareholders are advised to read the forthcoming proxy statements for detailed information about the merger agreement and the business combination. This announcement is based on a press release statement and the details provided in the 8-K filing.
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