{"url_path":"/sec/bayau/8-k/2026-05-19/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1969475/0001493152-26-024443-index.html","accession_number":"0001493152-26-024443","cik":"0001969475","ticker":"BAYA","issuer_name":"Bayview Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1969475/0001493152-26-024443-index.html","primary_entity_key":"0001969475","primary_entity_name":"Bayview Acquisition Corp"},"word_count":488,"has_tables":true,"body_markdown":"Item\n1.01 Entry into a Material Definitive Agreement.\n\n \n\nAmendment to Merger Agreement\n\n \n\nAs\npreviously disclosed, on June 7, 2024, Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”) entered\ninto an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Oabay Holding Company, a Cayman Islands\nexempted company limited by shares (“PubCo”), Oabay Inc., a Cayman Islands exempted company limited by shares, Bayview Merger\nSub 1 Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo, Bayview Merger Sub 2, a Cayman\nIslands exempted company limited by shares and a wholly-owned subsidiary of PubCo, Oabay Merger Sub Limited, a Cayman Islands exempted\ncompany limited by shares and a wholly-owned subsidiary of PubCo, BLAFC Limited, a business company limited by shares in the British\nVirgin Islands, Bayview Holding LP, a Delaware limited partnership, and Peace Investment Holdings Limited, a Delaware limited partnership.\n\n \n\nOn\nJune 26, 2024, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement pursuant to which, among other\nthings, the parties agreed to revise the earnout milestones to reflect new consolidated revenue metrics. On May 14, 2025, the parties\nto the Merger Agreement entered into Amendment No. 2 to the Merger Agreement pursuant to which the parties agreed to realign the sequence\nof the transactions contemplated by the Merger Agreement. On January 21, 2026, the parties to the Merger Agreement entered into Amendment\nNo. 3 to the Merger Agreement, pursuant to which the parties agreed to extend the Outside Closing Date (as defined in the Merger Agreement)\nto June 15, 2026.\n\n \n\nOn\nMay 19, 2026, the parties to the Merger Agreement entered into Amendment No. 4 to the Merger Agreement, pursuant to which the\nparties agreed to extend the Outside Closing Date to December 19, 2026.\n\n \n\nThe\nforegoing summary of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourth\nAmendment, a copy of which is filed as Exhibit 2.1 and is incorporated by reference herein.\n\n \n\nForward-Looking\nStatements\n\n** **\n\nThis\nCurrent Report on Form 8-K may include “forward-looking statements” within the meaning of the safe harbor provisions of the\nUnited States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the\nuse of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”\n“assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions.\nSuch statements are subject to certain risks and uncertainties that may cause the Company’s actual results to differ from the expectations\nexpressed in the forward-looking statements. There can be no assurance that the Company will achieve such expectations. The forward-looking\nstatements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update\nany forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required\nby law.\n\n \n\n2/4"}