Bayview Acquisition Corp
PROPOSED BUSINESS COMBINATION: Oabay Inc.
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD
Bayview Acquisition Corp. proposes to combine with 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.
EXTENSION – 9/18/24 – LINK
- The SPAC approved the extension from September 19, 2024 to June 19, 2025.
- 2,290,989 shares were redeemed.
- $125K per month will be deposited into the trust account.
SUBSEQUENT EVENT – 6/27/24 – LINK
Earnout Amendment
- The Amendment revises the Merger Agreement to provide that, if the PubCo 2024 Audited Financials do not reflect consolidated revenue in excess of RMB 436,000,000.00 during fiscal year 2024 or the PubCo 2025 Audited Financials do not reflect consolidated revenues in excess of RMB 583,000,000.00 during fiscal year 2025, but the total consolidated revenue reflected by the PubCo 2024 Audited Financials and the PubCo 2025 Audited Financials is in excess of RMB 1,019,000,00.00, the Pro Rata Portion of 6,000,000 Earnout Shares will be issued and delivered by PubCo to each Earnout Shareholder within five (5) business days following the date of filing of the PubCo 2025 Audited Financials.
TRANSACTION
- The transaction has been approved by the boards of directors of BAYA and Oabay and is expected to be consummated in late 2024.
- Oabay shareholders will receive ordinary shares of PubCo, valued at US$300,000,000.
- At the Closing, 1,500,000 PubCo Ordinary Shares issued to the Principal Shareholder will be deposited and held in escrow for the benefit of SPAC’s shareholders.
SPAC FUNDING
- Oabay will use its reasonable best efforts to obtain transaction financing in the aggregate amount of at least US$15,000,000.
EARNOUT – AMENDED (SEE SUBSEQUENT EVENT FROM 6/27/24)
- Company Earnout
- 2024 Earnout Shares
- 3,000,000 Shares can be earned if the Audited Financials show consolidated revenue in excess of RMB 436,000,000
- 2025 Earnout Shares
- 3,000,000 Shares can be earned if the Audited Financials show consolidated revenue in excess of RMB 583,000,000
- 2024 Earnout Shares
- If the PubCo 2024 Audited Financials do not reflect consolidated revenue in excess of RMB 436,000,000 during fiscal year 2024, but the PubCo 2025 Audited Financials reflect consolidated revenue in excess of RMB 1,019,000,000.00 during fiscal year 2025, the Pro Rata Portion of 6,000,000 Earnout Shares will be issued
LOCK-UP
- Company and Sponsor
- 180 days following the Closing or if the share price equals or exceeds $12.50 for at least 20/30 trading days
NOTABLE CONDITIONS TO CLOSING
- SPAC shall have at least $5,000,001 of net tangible assets immediately after the Closing
NOTABLE CONDITIONS TO TERMINATION
- By either the Company or Oabay if the Mergers are not consummated on or before June 15, 2025, provided that the terminating party’s failure to fulfill any of its obligations under the Merger Agreement is not the primary cause of the failure of the Closing to occur by such date
- By either the Company or Oabay if, at the special meeting of the Company’s shareholders, the Mergers and the other SPAC Shareholder Approval Matters shall fail to be approved
ADVISORS
- Oabay Advisors:
- Hunter Taubman Fischer & Li LLC is serving as legal advisor
- Yingke Law Firm and Ogier are serving as PRC and Cayman legal advisors
- SPAC Advisors:
- Winston & Strawn LLP is serving as legal advisor
- Han Kun Law Offices LLP and Ogier are serving as PRC and Cayman legal advisors
MANAGEMENT & BOARD
Executive Officers
Xin Wang, 45
Chief Executive Officer and Director Nominee
Xin Wang has served as Managing Partner of Bohai Harvest RST (Shanghai) Equity Investment Management Co., Ltd., since January 2015. Previously, Ms. Wang was an associate at two international law firms. Ms. Wang has also served as a director of Atomic47 since April 2019. Ms. Wang received her Bachelor’s degree in Commerce from McGill University and a Juris Doctor from Boston University School of Law.
David Bamper, 54
Chief Financial Officer and Director Nominee
David Bamper has overseen the accounting operations, financial planning and analysis and tax functions at Lineup Media Group and Atomic 47 since January 2016. Atomic 47 owns and operated ePlata USA, a digital wallet and online payment platform. Lineup Media Group owns Ultimate Gaming Championship, which operates an online platform for eSports. Prior to joining Lineup Media Group, from April 2003 to August 2015, David served as chief financial officer at Simmons Hanly Conroy, one of the nation’s leading plaintiffs law firms. David earned his Bachelor of Arts in Accountancy from Southern Illinois University, Edwardsville and is a certified public accountant.
Board of Directors
Yuk Man Lau, 68
Chairman
Yuk Man Lau, has served as Partner at Guoxing Capital Co., Ltd since 2016 and as General Manager of Oriental Infinite Culture Communication Co., Ltd since 2006 to 2016. Ms. Lau previously served as a director of Longevity Acquisition Corp from January 2020 to October 2020. Ms. Lau received her Bachelor’s degree in Japanese from Dalian University.
Dajiang Guo, 56 [Resigned]
Director Nominee
Dajiang Guo has served as a Managing Director and Head of Investment Banking at Revere Securities LLC since October 2021. Dr. Guo has also served as Chief Executive Officer of AlphaTime Acquisition Corp since December 2022. Before joining Revere, Dr. Guo served as a Partner at Tiger Securities, developing the institutional securities business of investment banking, sales, and trading from 2019 to 2021. From 2017 to 2019, Dr. Guo served as a Partner at China Bridge Capital in financial advisory and private equity. From 2016 to 2017, he served as the Chief Strategy Officer at China Renaissance, where he was responsible for strategic planning, international expansion, and strategic investments. Dr. Guo served as the CEO of CITIC Securities International USA, COO at CITIC Securities Investment Banking Division, and Head of CITIC Securities Strategy and Planning, from 2011 to 2016. He has also held several executive positions at CICC HK/US from 2009 to 2011. Before venturing into cross border financial services, Dr. Guo worked more than ten years for Citigroup Global Markets from 2004 to 2009, RBS Greenwich Capital Markets from 2001 to 2004, and the Centre Re of Zurich Financial Services from 1996 to 2001, where he specialized in securitization and derivatives. In addition to his work in the private sector, Dr. Guo has taught at St. John’s University’s College of Insurance and the University of Guelph and published many academic articles in peer-reviewed financial journals. Dr. Guo earned his Ph.D. in Financial Economics at the University of Toronto. He holds a CFA Charter and the Series 7, 24, 63, and 79 licenses.
Guohan Li, 42
Director Nominee
Guohan Li is an experienced professional with over ten years of experience in accounting and auditing. Mr. Li has served as Partner of Shenzhen Yida Certified Public Accountants Co., Ltd. And Shenzhen Yida Shanhe Certified Public Tax Agent Co. Ltd. Since 2011. From 2004 to 2011, Mr. Li served as a Senior Manager of Shenzhen Zhengda Huaming Accounting Firm. Mr. Li received his Bachelor’s degree in Accounting from Shenzhen University. Mr. Li is a CICPA charter holder.
John DeVito, 55
Director Nominee
John DeVito has served as Proprietary Trader at T3 Trading Group since 2018 where is manages all aspects of multi-strategy long-short, option portfolio using in depth research. Prior to joining T3 Trading Group, Mr. DeVito served as a financial adviser at Merrill Lynch Wealth Management from 2015 to November 2017. Mr. DeVito received his Bachelor’s degree from Saint John’s University.
Wei Lu, — [Appointed]
Director Nominee
Mr. Wei Lu was appointed to the board of directors.