Bayview Acquisition (BAYA) pushes merger Outside Closing Date to Dec 19, 2026

Q: Which companies are involved in Bayview Acquisition Corp’s proposed business combination?

The business combination involves Bayview Acquisition Corp , Oabay Holding Company , Oabay Inc. , several merger subsidiaries, BLAFC Limited , Bayview Holding LP , and Peace Investment Holdings Limited , all parties to the Agreement and Plan of Merger and its subsequent amendments.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Bayview Acquisition Corp has amended its merger agreement again, extending the deadline to close its planned business combination. On May 19, 2026, the parties signed Amendment No. 4, moving the Outside Closing Date to December 19, 2026 from the prior June 15, 2026.

This follows earlier amendments that revised earnout milestones based on new consolidated revenue metrics and realigned the transaction sequence. The report notes that forward-looking statements are subject to risks and uncertainties, and there is no assurance the company will achieve the expectations described.

Insights

Merger timeline extended again, keeping the deal alive but delayed.

Bayview Acquisition Corp and its counterparties have extended the merger agreement’s Outside Closing Date to December 19, 2026. This preserves the existing transaction framework rather than terminating it, but also signals a longer path to completion.

Earlier amendments changed earnout milestones to reflect new consolidated revenue metrics and adjusted the sequence of steps. The filing highlights forward-looking statement risks, so the actual closing and post‑combination performance will depend on future developments and further disclosures.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New Outside Closing Date: December 19, 2026 Prior Outside Closing Date: June 15, 2026 Date of Amendment No. 4: May 19, 2026

3 metrics

New Outside Closing Date December 19, 2026 Set by Amendment No. 4 to the Merger Agreement

Prior Outside Closing Date June 15, 2026 Extended by Amendment No. 3 to the Merger Agreement

Date of Amendment No. 4 May 19, 2026 Date the parties executed Amendment No. 4

Key Terms

Material Definitive Agreement, Outside Closing Date, earnout milestones, forward-looking statements

4 terms

Material Definitive Agreement regulatory

"01 Entry into a Material Definitive Agreement. Amendment to Merger Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Outside Closing Date financial

"the parties agreed to extend the Outside Closing Date to December 19, 2026"

earnout milestones financial

"entered into Amendment No. 1 ... to revise the earnout milestones to reflect new consolidated revenue metrics"

forward-looking statements regulatory

"may include “forward-looking statements” within the meaning of the safe harbor provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

05/19/2026 - 05:00 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

current report
pursuant to section 13 or 15(D)
of the securities exchange act of 1934

Date of Report (Date of earliest event reported): May 19, 2026

Bayview Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41890		N/A 00-0000000
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

420 Lexington Ave, Suite 2446

New York, NY 10170

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code (347) 627-0058

Not Applicable
(Former name or former address, if changed since last report)

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 Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share and one right	BAYAU	The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share	BAYA	The Nasdaq Stock Market LLC
Rights, each right entitling the holder thereof to one-tenth of one ordinary share	BAYAR	The Nasdaq Stock Market LLC

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 1.01 Entry into a Material Definitive Agreement.

Amendment to Merger Agreement

As previously disclosed, on June 7, 2024, Bayview Acquisition Corp, a Cayman Islands exempted company (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, Bayview Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo, Bayview Merger Sub 2, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo, Oabay Merger Sub Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo, 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.

On June 26, 2024, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement pursuant to which, among other things, the parties agreed to revise the earnout milestones to reflect new consolidated revenue metrics. On May 14, 2025, the parties to the Merger Agreement entered into Amendment No. 2 to the Merger Agreement pursuant to which the parties agreed to realign the sequence of the transactions contemplated by the Merger Agreement. On January 21, 2026, the parties to the Merger Agreement entered into Amendment No. 3 to the Merger Agreement, pursuant to which the parties agreed to extend the Outside Closing Date (as defined in the Merger Agreement) to June 15, 2026.

On May 19, 2026, the parties to the Merger Agreement entered into Amendment No. 4 to the Merger Agreement, pursuant to which the parties agreed to extend the Outside Closing Date to December 19, 2026.

The foregoing summary of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment, a copy of which is filed as Exhibit 2.1 and is incorporated by reference herein.

Forward-Looking Statements

This Current Report on Form 8-K may include “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements are subject to certain risks and uncertainties that may cause the Company’s actual results to differ from the expectations expressed in the forward-looking statements. There can be no assurance that the Company will achieve such expectations. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

2/4

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The Exhibit Index is incorporated by reference herein.

EXHIBIT INDEX

Exhibit No.		Description
2.1		Amendment No. 4 to Merger Agreement, dated May 19, 2026.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

3/4

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

Date: May 19, 2026	By:	/s/ Xin Wang
	Name:	Xin Wang
	Title:	Chief Executive Officer

4/4

Source: View Original Filing on SEC EDGAR

FAQ

What did Bayview Acquisition Corp (BAYA) announce regarding its merger timeline?

Bayview Acquisition Corp extended the Outside Closing Date for its pending merger to December 19, 2026. This change, made in Amendment No. 4 on May 19, 2026, gives the parties more time to complete the business combination under the existing agreement.

What is Amendment No. 4 to Bayview Acquisition Corp’s merger agreement?

Amendment No. 4 is an update to Bayview’s merger agreement signed on May 19, 2026. It primarily extends the Outside Closing Date to December 19, 2026, keeping the merger agreement in place while pushing back the deadline to close the transaction.

How has the Bayview Acquisition Corp (BAYA) merger agreement changed over time?

The merger agreement has been amended multiple times. Earlier changes revised earnout milestones using new consolidated revenue metrics and realigned the transaction sequence. Amendment No. 4, dated May 19, 2026, specifically extends the Outside Closing Date to December 19, 2026.

Which companies are involved in Bayview Acquisition Corp’s proposed business combination?

The business combination involves Bayview Acquisition Corp, Oabay Holding Company, Oabay Inc., several merger subsidiaries, BLAFC Limited, Bayview Holding LP, and Peace Investment Holdings Limited, all parties to the Agreement and Plan of Merger and its subsequent amendments.

What risks does Bayview Acquisition Corp highlight in its forward-looking statements?

Bayview notes that its forward-looking statements are subject to risks and uncertainties that may cause actual results to differ from expectations. It emphasizes there is no assurance it will achieve such expectations and does not commit to updating these statements except as required by law.

Filing Exhibits & Attachments

5 documents

Bayview Acquisition (BAYA) pushes merger Outside Closing Date to Dec 19, 2026

Rhea-AI Filing Summary

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