Form 8-K

8-K — Bayview Acquisition Corp

Accession: 0001493152-26-024443

Filed: 2026-05-19

Period: 2026-05-19

CIK: 0001969475

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

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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 ☒

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

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.

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.

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

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

AMENDMENT

NO. 4

AGREEMENT

AND PLAN OF MERGER

This

AMENDMENT NO. 4 (this “Amendment”) dated as of May 19, 2026, is the fourth amendment to that

certain AGREEMENT AND PLAN OF MERGER dated as of June 7, 2024 (as amended by that certain Amendment No. 1 to the Merger Agreement, dated

as of June 26, 2024, as amended by that certain Amendment No. 2 to the Merger Agreement, dated as of May 14, 2025, and as further amended

by that certain Amendment No. 3 to the Merger Agreement, dated as of January 21, 2026, the “Meger Agreement”),

by and among (i) Bayview Acquisition Corp, a Cayman Islands exempted company (“SPAC”), (ii) Oabay Inc, a Cayman

Islands exempted company (the “Company”), (iii) Oabay Holding Company, a Cayman Islands exempted company (“PubCo”),

(iv) Bayview Merger Sub 1 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub

1”), (v) Oabay Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger

Sub 3”), (vi) Bayview Holding LP and Peace Investment Holdings Limited, each a Delaware limited partnership (collectively,

“Sponsor”), and (vii) BLAFC Limited, a business company limited by shares in the British Virgin Islands (“Principal

Shareholder”) (collectively, the “Parties”). Capitalized terms used herein but not otherwise

defined shall have the meanings ascribed to such terms in the Merger Agreement.

WHEREAS,

pursuant to Section 15.2 of the Merger Agreement, the Merger Agreement may be amended prior to the Acquisition Merger Effective Time

by a duly authorized agreement in writing executed by the SPAC and the Company; and

WHEREAS,

the Parties desire to further amend and restate Section 13.1(b) of the Merger Agreement, so that it reads in its entirety as set forth

herein.

NOW,

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Amendment

of Section 13.1(b).

Section 13.1(b) of the Merger Agreement is hereby amended and restated so that it reads in

its entirety as follows:

“(b)

by either SPAC or the Company if the Acquisition Closing shall not have occurred on or before December 19, 2026 (the “Outside

Closing Date”); provided that the right to terminate this Agreement pursuant to this Section 13.1(b) shall

not be available to any party whose breach of or failure to perform any provision of this Agreement has been the primary cause of the

failure of the Acquisition Closing to be consummated before the Outside Closing Date;”

2. Merger

Agreement Remains in Effect. Except as amended by this Amendment, the Merger Agreement

shall remain in full force and effect, in accordance with the terms and conditions thereof.

3. Miscellaneous.

Articles XII and XV of the Merger Agreement are hereby incorporated by reference, mutatis

mutandis.

[The

remainder of this page intentionally left blank; signature pages follow]

WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

SPAC:

BAYVIEW

ACQUISITION CORP

By:

/s/

Xin Wang

Name:

Xin Wang

Title:

CEO

Sponsor:

BAYVIEW

HOLDING LP

By:

/s/

Taylor Zhang

Name:

Taylor Zhang

Title:

Manager

PEACE

INVESTMENT HOLDINGS LIMITED

By:

/s/

Pengfei Zheng

Name:

Pengfei Zheng

Title:

Director

[Signature

Page to Amendment No. 4 to Agreement and Plan of Merger]

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

PubCo:

OABAY

HOLDING COMPANY

By:

/s/

Yuk Man Lau

Name:

Yuk Man Lau

Title:

Director

Merger

Sub 1:

BAYVIEW

MERGER SUB 1 LIMITED

By:

/s/

Yuk Man Lau

Name:

Yuk

Man Lau

Title:

Director

Merger

Sub 3:

OABAY

MERGER SUB LIMITED

By:

/s/

Yuk Man Lau

Name:

Yuk

Man Lau

Title:

Director

[Signature

Page to Amendment No. 4 to Agreement and Plan of Merger]

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Company:

OABAY

INC

By:

/s/

Xiaoling Li

Name:

Xiaoling

Title:

Director

Principal

Shareholder:

BLAFC

LIMITED

By:

/s/

Xiaoling Li

Name:

Xiaoling

Title:

Director

[Signature

Page to Amendment No. 4 to Agreement and Plan of Merger]

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