Bayview Acquisition Corp

EX-99.1 · ex99-1.htm

EX-99.1
 3
 ex99-1.htm
 EX-99.1

 Exhibit
99.1

 Bayview
Acquisition Corp Announces Shareholder Approval of Extension and Minimal Redemptions at Extraordinary General Meeting

 New
York, NY, June 3, 2026 (GLOBE NEWSWIRE) — Bayview Acquisition Corp (NASDAQ: BAYA, BAYAU, and BAYAR) (the “ Company ”)
announced that, at its extraordinary general meeting of shareholders held on May 28, 2026 (the “Meeting”), its shareholders
approved the proposals to extend the deadline by which the Company must complete its initial business combination, and that redemptions
in connection with the vote were limited.

 At
the Meeting, holders of 2,291,094 ordinary shares — approximately 83.67% of the Company’s outstanding shares as of the May
4, 2026 record date — were represented virtually or by proxy. Both (i) the proposal to extend the date by which the Company must
complete its initial business combination from June 19, 2026 to December 19, 2026, with all six extensions comprised of one month each
and (ii) the proposal to amend the Company’s investment management trust agreement, dated December 14, 2023 by and between the
Company and Equiniti Trust Company, LLC to allow the Company to extend the date by which it must consummate an initial business combination
from June 19, 2026 by up to six one-month extensions, to as late as December 19, 2026, with a deposit of $50,000 into the Company’s
trust account for each one-month extension.

 In
connection with the vote, ten (10) holders of only 124,156 ordinary shares, representing less than 5% of total shares outstanding,
exercised their right to redeem their shares for cash, at a redemption price of approximately $12.03 per share, for an aggregate redemption
amount of approximately $1.49 million.

 “We
appreciate the strong support our shareholders showed for the extension, and the low level of redemptions reflects their continued confidence
in Bayview as we work toward an initial business combination with Oabay Inc.,” said Xin Wang, Chief Executive Officer of Bayview.
“We remain focused on completing a transaction that delivers value to our shareholders.”

 About
Bayview Acquisition Corp

 Bayview
Acquisition Corp is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses. While the company is not limited to a particular
industry or geographic region in its identification and acquisition of a target company, the company has focused its search on businesses
throughout Asia.

 About
Oabay Inc.

 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.

 Forward-Looking
Statements

 This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These forward-looking statements include, but are not limited to, statements regarding the Company’s
ability to complete its business combination with Oabay. These statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.

 For
investor and media inquiries, please contact:

 Bayview
Acquisition Corp

Xin Wang, CEO

Email: xwang@bayviewspac.com

 Tel.:
203-998-5540

EX-3.1 · ex3-1.htm

EX-3.1
 2
 ex3-1.htm
 EX-3.1

 Exhibit
3.1

 It
is resolved as a special resolution, that the following articles of Bayview’s Second Amended and Restated Memorandum and Articles
of Association adopted by special resolution passed on September 16, 2024 and further amended by special resolutions passed on June 17,
2025 and December 12, 2025 (the “ Existing Charter ”) be amended as follow with immediate effect:

 (i)
 Article
 37.8 of the Existing Charter be deleted in its entirety and replaced as follows:

 “ 37.8
 The
 Company has until June 19, 2026 (the Termination Date ) to consummate a Business Combination, provided that if the Board of
 Directors anticipates that the Company may not be able to consummate a Business Combination by the Termination Date, the Company
 may, by Resolution of Directors, at the request of the Sponsors, extend the Termination Date up to six (6) times, each by an additional
 one (1) month (for a total of up to six (6) months after the Termination Date) to complete a Business Combination, subject to the
 Sponsors depositing additional funds into the Trust Account upon five days’ advance notice prior to the applicable deadline
 in accordance with terms as set out in the Trust Agreement and referred to in the Registration Statement. In the event that the Company
 does not consummate a Business Combination by the Termination Date (or six (6) months after the Termination Date, subject in the
 latter case to valid extensions having been made in each case) or such later time as the Members of the Company may approve in accordance
 with these Articles, the Company shall:

 (a)
 cease
 all operations except for the purpose of winding up;

 (b)
 as
 promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable
 in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
 Account and not previously released to the Company to pay income taxes, if any (less up to US$100,000 of interest to pay dissolution
 expenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’
 rights as Members (including the right to receive further liquidation distributions, if any); and

 (c)
 as
 promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the
 directors, dissolve and liquidate ,

 subject
 in each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other
 requirements of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination,
 the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures
 set out in this Article with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law
 to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.”