BAYVIEW ACQUISITION CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-41890 (Exact name of registrant as specified in its charter) Cayman Islands N/A (S ...

IPO and Initial Financials - Bayview Acquisition Corp completed its Initial Public Offering (IPO) on December 19, 2023, raising gross proceeds of $60 million by selling 6,000,000 units at $10.00 per unit[20]. - The company has not generated any operating revenues since its inception on February 16, 2023, and does not expect to do so until after completing a Business Combination[19]. - As of December 31, 2024, the company had approximately $566,582 available for working capital following the IPO, after deducting fees and expenses of approximately $370,988[23]. Business Combination Plans - The company entered into a Merger Agreement on June 7, 2024, with Oabay Holding Company, which includes multiple mergers expected to be completed after shareholder approvals[25][26]. - An extraordinary general meeting held on September 16, 2024, resulted in the approval to extend the deadline for completing the initial business combination to June 19, 2025[29]. - The company has the option to extend the time to complete a Business Combination by depositing $125,000 for each month of extension, up to nine months[37]. Acquisition Strategy - The company intends to focus its acquisition efforts on private companies in Asia with strong economics and paths to positive cash flow, while avoiding entities with China operations through a VIE structure[33][34]. - The management team has extensive experience in mergers and acquisitions, which is expected to aid in identifying attractive acquisition opportunities[32]. - The company has identified criteria for evaluating prospective target businesses, focusing on operational efficiency and revenue growth strategies[35]. Financial and Operational Risks - The company may need to obtain additional financing for general corporate purposes following the business combination[42]. - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[52]. - The company faces risks related to potential business combinations in China, including regulatory and enforcement risks[63]. Shareholder Dynamics - Initial shareholders have agreed to vote their shares in favor of the initial business combination, regardless of public shareholder votes, potentially skewing the approval process[75]. - The company requires at least 980,756 or 26.44% of the 6,000,000 public shares sold in the IPO to be voted in favor of the initial business combination for approval[76]. - Public shareholders' ability to redeem shares for cash may deter potential business combination targets, complicating the acquisition process[78]. Market and Competitive Environment - The company may face significant competition for business combination opportunities due to limited resources[66]. - The increasing number of special purpose acquisition companies (SPACs) may lead to a scarcity of attractive targets, raising costs and complicating the identification of suitable targets[81]. - The competition for targets with strong fundamentals may increase, potentially resulting in higher financial terms demanded by target companies[82]. Regulatory and Compliance Issues - The company may encounter regulatory challenges when pursuing business combinations with companies based in China[70]. - The Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) expanded CFIUS's jurisdiction, which may impact the company's ability to consummate business combinations with U.S. businesses[127]. - Government regulations in Asia may limit or prohibit foreign investments, potentially reducing the pool of acquisition candidates[204]. Financial Structure and Shareholder Impact - The company is authorized to issue up to 200,000,000 Ordinary Shares and 2,000,000 preferred shares, with 5,441,511 Ordinary Shares currently issued and outstanding, leaving 194,558,489 unissued Ordinary Shares available[136]. - Issuing additional Ordinary Shares or preferred shares could significantly dilute existing shareholders' equity interests and may adversely affect market prices for its securities[138]. - The potential issuance of up to $300,000 in working capital loans could lead to additional Ordinary Shares being issued, further diluting existing shareholders[146]. Operational Challenges Post-Business Combination - The company may face challenges in completing a desirable business combination due to public shareholders exercising redemption rights, potentially leading to a need for third-party financing[79]. - The company may complete its business combination with a single target business, which could limit diversification and expose it to economic, competitive, and regulatory risks[124]. - The company may face significant legal and operational challenges when acquiring businesses outside the United States due to unpredictable legal systems and underdeveloped regulations in foreign countries[197]. Management and Governance - The company’s officers and directors may have conflicts of interest due to their affiliations with other entities engaged in similar business activities[166]. - The company’s Initial Shareholders have agreed not to redeem any Founder Shares or private shares in connection with a shareholder vote to approve a proposed initial business combination[170]. - The company’s management's past performance is not indicative of future success, and there is no guarantee of locating a suitable candidate for the initial business combination[113].

Financial Performance - As of September 30, 2024, the company reported a net income of $583,558 for the three months ended September 30, 2024, and a net income of $1,771,223 for the nine months ended September 30, 2024, primarily from interest income on investments held in the Trust Account[82]. - The company has incurred a net loss of $3,823 for the three months ended September 30, 2023, and a total net loss of $6,928 since its inception on February 16, 2023, through September 30, 2023[83]. IPO and Fundraising - The company generated gross proceeds of $60,000,000 from its IPO of 6,000,000 Units at $10.00 per Unit on December 19, 2023, and an additional $2,325,000 from the sale of 232,500 Private Placement Units[84]. - Transaction costs related to the issuances amounted to $4,341,321, including $1,200,000 in cash underwriting fees, $2,100,000 in deferred underwriting fees, and $1,041,321 in other offering costs[108]. Working Capital and Financial Position - As of September 30, 2024, the company had a working capital deficit of $308,229 and cash and cash equivalents of $225,472[86][88]. - The company has no off-balance sheet arrangements or material commitments as of September 30, 2024[90]. Business Combination and Future Plans - The company expects to incur approximately $200,000 in legal, accounting, and due diligence fees related to the business combination, along with other operational expenses totaling around $375,000[87]. - The company has not yet selected a specific business combination target and has not engaged in substantive discussions regarding potential targets[81]. - The company plans to invest the net proceeds from the IPO and Private Placement Units in U.S. government securities or money market funds, minimizing exposure to interest rate risk[89]. Internal Controls - The company has identified a material weakness in its internal control over financial reporting due to a lack of qualified SEC reporting professionals[99]. - The company intends to implement remediation steps to improve its internal controls and enhance its review process for complex securities and accounting standards[99]. Shareholder Activity - A special meeting on September 16, 2024, allowed stockholders to redeem 2,290,989 Ordinary Shares at approximately $10.39 per share, totaling an aggregate redemption amount of approximately $23,803,376[109]. - Following the redemptions, the company has 5,441,511 ordinary shares outstanding[109].

Financial Performance - The company reported a net income of $592,289 for the three months ended June 30, 2024, compared to a net loss of $3,105 for the same period in 2023[10]. - For the six months ended June 30, 2024, the net income was $1,187,666, compared to a net loss of $(3,105) for the same period in 2023[14]. - Basic and diluted net income per redeemable share was $0.10 for the three months ended June 30, 2024, compared to $0.21 for the same period in 2023[10]. - Total other income for the three months ended June 30, 2024, was $713,793, down from $1,468,106 for the same period in 2023[10]. - The Company had a net income of $592,289 for the three months ended June 30, 2024, primarily from investment income of $713,793, offset by operating costs of $121,504[67]. - For the six months ended June 30, 2024, the net income was $1,187,666, with investment income of $1,468,106 and operating costs of $280,440[67]. Assets and Liabilities - As of June 30, 2024, total assets amounted to $61,930,574, an increase from $60,791,054 as of December 31, 2023[5]. - Cash decreased to $225,548 from $582,308 as of December 31, 2023, indicating a reduction of approximately 61.3%[5]. - Total current liabilities decreased to $265,613 from $313,759, reflecting a decline of about 15.3%[5]. - The accumulated deficit increased to $(2,010,373) as of June 30, 2024, from $(1,729,956) as of December 31, 2023[5]. - As of June 30, 2024, the accumulated deficit of Bayview Acquisition Corp was $(2,010,373) with total shareholders' deficit of $(2,010,200)[11]. - The company had cash of $225,548 and working capital of $89,800 as of June 30, 2024[23]. Shareholder Information - The company has 7,732,500 ordinary shares issued and outstanding as of August 14, 2024[3]. - The weighted-average shares outstanding for redeemable shares was 6,000,000 for the three months ended June 30, 2024[37]. - As of June 30, 2024, there were 1,732,500 ordinary shares issued and outstanding, excluding 6,000,000 ordinary shares subject to possible redemption[55]. - The company is authorized to issue 200,000,000 ordinary shares, with holders entitled to one vote per share[54]. IPO and Financing - The IPO generated gross proceeds of $60,000,000 from the sale of 6,000,000 units at $10.00 per unit[18]. - The company raised $60,000,000 from its public offering by selling 6,000,000 units at $10.00 per unit on December 19, 2023[41]. - An additional $2,325,000 was raised from the sale of 232,500 Private Placement Units at the same price[68]. - The private placement of 232,500 units generated gross proceeds of $2,325,000, also at a price of $10.00 per unit[42]. - Transaction costs related to the IPO and Private Placement Units amounted to $4,341,321, including $1,200,000 in cash underwriting fees[88]. - The underwriter received a cash underwriting discount of $1,200,000 upon the closing of the IPO, with a deferred commission of $2,100,000 contingent on completing a business combination[50]. Business Combination and Operations - The company entered into a Merger Agreement on June 7, 2024, with Oabay Holding Company, which includes multiple merger steps[21]. - The Merger Agreement was amended on June 26, 2024, to revise earnout milestones based on consolidated revenue metrics for fiscal years 2024 and 2025[22]. - The company has until 9 months from the IPO closing to complete a Business Combination, extendable to 18 months[20]. - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[17]. - The Company has not engaged in any operations or generated revenues since its inception on February 16, 2023, and does not expect to do so until the completion of its initial business combination[66]. Internal Controls and Compliance - As of June 30, 2024, the company's internal control over financial reporting was deemed not effective due to a material weakness related to the lack of qualified SEC reporting professionals[80]. - The company plans to enhance its review process for complex securities and related accounting standards to improve internal controls[80]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[81]. - The financial statements do not include adjustments that might result from uncertainties regarding the company's ability to continue as a going concern[23]. Risk Factors and Legal Proceedings - No legal proceedings are currently pending against the company[82]. - The company has not identified any new risk factors that could materially affect its financial condition since its last filings[83]. - There were no defaults upon senior securities reported[88].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $595,376, consisting of $754,312 earned on investments held in the Trust Account, offset by a loss of $158,936 from formation and operating costs[79]. - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational efforts and preparing for the IPO[78]. IPO and Fundraising - The company generated gross proceeds of $60,000,000 from its IPO of 6,000,000 Units at $10.00 per Unit, along with an additional $2,325,000 from the sale of 232,500 Private Placement Units[80]. - The net proceeds from the IPO and Private Placement Units will be invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[85]. - The company has granted the underwriter a 45-day option to purchase up to an additional 900,000 Units at the IPO price to cover over-allotment[81]. Cash and Working Capital - As of March 31, 2024, the company's cash and cash equivalents totaled $331,872, which will be primarily used for identifying and evaluating target businesses[82]. - As of March 31, 2024, the company had a working capital of $197,994 and anticipates incurring significant costs in pursuit of its financing and acquisition plans[84]. Business Combination Plans - The company expects to incur approximately $200,000 in legal, accounting, due diligence, and other fees related to the business combination, along with $100,000 for regulatory reporting obligations[83]. - The company has not selected any specific business combination target and has not engaged in substantive discussions regarding potential targets[77]. Regulatory Status - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[88].

IPO and Initial Operations - The company completed its Initial Public Offering (IPO) on December 19, 2023, raising gross proceeds of $60 million by selling 6,000,000 units at $10.00 per unit[219]. - The company has not commenced any operations as of December 31, 2023, and all activities relate to its formation and the IPO[209]. - The company sold 232,500 Private Placement Units at $10.00 each, generating an additional $2.325 million in gross proceeds[220]. - The company raised $60 million from its Initial Public Offering, with $10.00 per public share deposited into a U.S.-based trust account[246]. - Approximately $370,988 from the IPO proceeds was used to cover fees and expenses, including underwriting commissions of $1,200,000[246]. - The company has no operating history or revenues, making it difficult to evaluate its ability to achieve business objectives[306]. - The company is a newly incorporated entity with no operating results and commenced operations only after obtaining funding through its IPO[334]. Business Strategy and Acquisition Plans - The management team aims to identify acquisition candidates in Asia with strong economics and paths to positive operating cash flow[222]. - The company intends to focus on businesses with significant revenue and earnings growth potential through new product development and synergistic acquisitions[225]. - The company aims to acquire businesses with strong free cash flow generation potential and predictable revenue streams[250]. - The company has not yet identified any specific target business for its initial business combination and has not engaged in substantive discussions with potential targets[229]. - The company may face intense competition from other entities seeking similar business combinations, which may limit its ability to acquire larger target businesses[233]. - The company may face challenges in completing its initial business combination due to increased competition for attractive targets[342]. - The company anticipates that the investigation and negotiation for target businesses will require substantial management time and costs[374]. Regulatory and Compliance Issues - The company is subject to the rules and regulations of the SEC following its registration under Section 12 of the Exchange Act[237]. - The company intends to take advantage of the extended transition period for complying with new accounting standards as an emerging growth company[238]. - The company may face regulatory challenges and restrictions related to foreign investments and currency conversion in China[215]. - The company may encounter significant regulatory risks when pursuing business combinations with companies operating in China[288]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2023, as mandated by the Sarbanes-Oxley Act[260]. - The company is classified as an "emerging growth company" and will maintain this status until it meets certain revenue or market value thresholds[261][262]. Financial Considerations and Risks - The company generated non-operating income in the form of interest from IPO proceeds, but will not generate operating revenues until after a business combination[209]. - The company plans to utilize the proceeds from the trust account for general corporate purposes, including maintenance or expansion of operations post-transaction[253]. - As of December 31, 2023, the company reported a working capital of $340,563, raising concerns about its ability to continue as a "going concern"[307]. - Public shareholders' ability to redeem shares for cash may deter potential business combination targets, impacting the company's financial attractiveness[310]. - If public shareholders redeem a large number of shares, it may hinder the company's ability to meet closing conditions for business combinations[311]. - The company must reserve cash in the trust account to meet purchase price requirements, which may limit the ability to optimize capital structure[312]. - If the initial business combination is unsuccessful, public shareholders may not receive their pro rata portion of the trust account until liquidation, potentially suffering material losses[314]. - The company may not complete its business combination if the cash consideration required exceeds the available cash[361]. - The company may face claims from creditors that could reduce the per-share redemption amount below $10.00[363]. - If the trust account proceeds fall below $10.00 per public share, shareholders may receive less than this amount upon liquidation[364]. - The company may face third-party claims against funds held in the trust account, potentially impacting the amount available for public shareholders[388]. - Independent directors may choose not to enforce indemnification obligations of sponsors, which could reduce funds in the trust account available for distribution[390]. Operational and Market Risks - The company may face challenges in completing its initial business combination within the prescribed 9 to 18 months due to potential leverage from target businesses[292]. - The company may not be able to maintain control of a target business after the initial business combination, posing operational risks[275]. - Legal systems in target countries may be unpredictable, potentially impacting operations and financial conditions[327]. - The company may not be able to enforce legal rights if the business combination involves a company located in the PRC or outside the United States[328][330]. - COVID-19 may adversely affect the ability to complete a business combination, with potential restrictions on travel and negotiations impacting timelines[315]. - The company may face additional risks related to the enforcement of laws and regulations in China, which can change rapidly[304]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination that a substantial majority of shareholders do not agree with[387]. - The company may incur greater expenses or less favorable terms for directors and officers liability insurance, impacting its ability to attract qualified personnel[346]. - The ability to redeem shares may be limited if shareholders hold more than 15% of the ordinary shares[354]. - There is no guarantee that the company will successfully locate a suitable candidate for its initial business combination[369]. - The company may face intense competition from other entities with similar business objectives, which could limit its acquisition opportunities[384]. - If the net proceeds from the IPO are insufficient, the company may depend on loans from founders or management to fund its search for a business combination[386].