BAYA merger with Oabay Inc.
Oabay Inc. (China)
Announced 7 June 2024.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- Exchange ratio
PubCo shares per Exchange Ratio as defined in the Merger Agreement (ratio formula not restated in the 8-K)more ▾less ▴
Up to 6,000,000 PubCo Class B earnout shares on FY2024/FY2025 audited consolidated revenue triggers (originally RMB 436M / RMB 583M / RMB 1,019M catch-up; metrics revised by Amendment No. 1)more ▾less ▴
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Oabay Inc.
from 8-KThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
Oabay Inc. (Cayman holdco; operations 'through its wholly owned subsidiary in mainland China'; website lists HQ at Excellence Qianhai One, Nanshan, Shenzhen) provides 'trade credit digital transformation solutions' - supply chain finance cloud services (originating/optimizing credit assets within supply chains for financial institutions) and trade credit management cloud services - built on 10+ years of accounts-receivable factoring and SME credit digitalization experience; the PR calls it 'a pioneer in the Chinese trade credit technology solutions industry'. Its Bayview Acquisition Corp merger (signed 2024-06-07: $300M all-stock consideration in Oabay Holding Company PubCo shares, implied initial EV ~$393M) is now 26 months old with NO F-4 ever filed, three merger-agreement amendments (June 2024, [2025], Jan 2026), repeated Nasdaq deficiency notices against the SPAC (8-K item 3.01 filings Feb/Mar/Apr/Jul 2026), serial trust-extension votes and sponsor loans (item 2.03 filings roughly monthly through Aug 2026), and a closing deadline pushed to December 2026. Revenue-generating (the earnout is calibrated on consolidated revenue of RMB 436M FY2024 / RMB 583M FY2025, i.e. a real ~$60-80M-revenue-scale business) but no financial statements exist on the SEC record.
Oabay Inc. — every SPAC that has bid for it, and its listed peers
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Up to 6,000,000 PubCo Class B earnout shares on FY2024/FY2025 audited consolidated revenue triggers (originally RMB 436M / RMB 583M / RMB 1,019M catch-up; metrics revised by Amendment No. 1)
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.