M&A - Bayview Acquisition Corp
Form Type: 10-Q
Filing Date: 2025-05-21
Corporate Action: Merger
Type: Update
Accession Number: 000164117225011820
Filing Summary: As of March 31, 2025, Bayview Acquisition Corp reported a net income of $143,915, compared to $595,376 for the same period in 2024. The company has a total of 5,441,511 ordinary shares issued and outstanding. The financial statements reflect an increase in investments held in the trust account, totaling $40,371,177. The extension to complete an initial business combination has been approved until June 19, 2025. In addition, the company entered into a merger agreement on June 7, 2024, with Oabay Holding Company and its subsidiaries, involving a series of mergers designed to consolidate operations. If the merger and other stipulated conditions are not met by the deadline, the company will liquidate and redeem public shares. The company has been subject to significant cash outflows, and concerns about its ability to continue as a going concern have been raised due to ongoing expenses and the approaching deadline for the business combination.
Additional details:
Cash: 52601
Total Current Assets: 130889
Ordinary Shares Outstanding: 5441511
Net Income: 143915
Trust Account Balance: 40371177
Working Capital Deficit: 1800368
Current Liabilities: 1931257
Shareholders Deficit: 3900368
Form Type: 8-K
Filing Date: 2025-05-20
Corporate Action: Merger
Type: Update
Accession Number: 000164117225011796
Filing Summary: On May 14, 2025, Bayview Acquisition Corp entered into Amendment No. 2 to the Merger Agreement related to a Business Combination that involves multiple mergers. This amendment revises the sequence of mergers. Initially, Merger Sub 3 will merge into Oabay, making Oabay a wholly-owned subsidiary of PubCo. Following this, SPAC will merge with Merger Sub 1, with SPAC surviving. The document outlines the previous agreements and amendments made, highlighting the ongoing development of the mergers that are critical to the culmination of the Business Combination. It emphasizes the need for shareholder approval and includes forward-looking statements about risks and financial impacts associated with the merger. Additionally, it mentions the responses from the Company’s directors and executive officers regarding the proxy solicitation connected with these transactions.
Additional details:
Entry Into Material Definitive Agreement: Amendment No. 2 to the Merger Agreement
Business Combination Details: Bayview Acquisition Corp's Business Combination includes multiple mergers as structured in the amendments.
Proxy Statements: The Company intends to file preliminary and definitive proxy statements with the SEC regarding the Business Combination.
Form Type: 10-K
Filing Date: 2025-04-01
Corporate Action: Merger
Type: New
Accession Number: 000164117225002125
Filing Summary: Bayview Acquisition Corp, incorporated as a Cayman Islands exempted company, aims to effect a merger, share exchange, asset acquisition, or similar business combination. The Company raised $60 million in an Initial Public Offering (IPO) on December 19, 2023, selling units at $10. Each unit consists of one ordinary share and one right entitling holders to one-tenth of an ordinary share. The Company plans to focus primarily on businesses in Asia with significant growth potential. As of now, the Company has not commenced any operations and does not anticipate generating revenues until after the completion of its business combination. On June 7, 2024, Bayview Acquisition Corp entered into a Merger Agreement with Oabay Holding Company, involving a series of mergers. The business combination is subject to shareholder approval and customary closing conditions. Notably, an extraordinary general meeting was held on September 16, 2024, where shareholders extended the deadline for the merger until June 19, 2025. In this meeting, shareholders redeemed over 2.29 million shares for cash, reflecting confidence in the direction of the company in its business combination efforts.
Additional details:
Management Team Experience: Experienced financial services, accounting, and legal professionals with a focus on mergers and acquisitions.
Initial Public Offering Date: 2023-12-19
Initial Public Offering Amount: $60,000,000
Ordinary Shares Outstanding: 5,441,511
Merger Agreement Date: 2024-06-07
Business Combination Target: Oabay Holding Company
Shareholder Meeting Date: 2024-09-16
Extension Deadline: June 19, 2025
Redeemed Shares: 2,290,989
Redemption Price Per Share: $10.39
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