Bayview Acquisition Corp (BAYA) to combine with Oabay; earnout up to 6M shares based on revenue targets

Bayview Acquisition Corp

Definitive merger agreement signed June 7, 2024; Oabay shareholders to receive PubCo ordinary shares at an exchange ratio.
Earnout: up to 6M PubCo Class B shares if 2024 revenue > RMB 436M and 2025 revenue > RMB 583M (or catch-up if 2025 > RMB 1,019M).
Oabay must obtain at least $15M in transaction financing; SPAC to use reasonable efforts for additional financing.
Closing conditions include SPAC and Oabay shareholder approvals, SEC registration statement effectiveness, and Nasdaq listing of PubCo shares.
Outside date for closing: June 15, 2025; agreement may be terminated earlier under specified conditions.

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