Bayview Acquisition Enters Merger Agreement With Oabay Inc.; As A Result Of The Mergers, Oabay Shareholders Will Receive Ordinary Shares Of PubCo, Valued At $300M

Key Transaction Terms

The transaction will be structured as a business combination involving the following mergers: (a) Bayview Merger Sub 1 Limited, a Cayman Islands exempted company ("Merger Sub 1") and a wholly-owned subsidiary of Oabay Holding Company, a Cayman Islands exempted company ("PubCo"), will merge with and into BAYA, with BAYA being the surviving entity (the "First SPAC Merger"), (b) immediately following the First SPAC Merger, BAYA will merge with and into Bayview Merger Sub 2 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo ("Merger Sub 2"), with Merger Sub 2 being the surviving entity (the "Second SPAC Merger", and together with the First SPAC Merger, the "Initial Mergers"), and (c) following the Initial Mergers, Oabay Merger Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of PubCo ("Merger Sub 3") will merge with and into Oabay, with Oabay being the surviving entity and becoming a wholly owned subsidiary of PubCo (the "Acquisition Merger" and together with the Initial Mergers, the "Mergers").

As a result of the Mergers, Oabay shareholders will receive ordinary shares of PubCo, valued at US$300,000,000.