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 BAYVIEW ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands N/A (S ...

Financial Overview - Bayview Acquisition Corp generated gross proceeds of $60,000,000 from its Initial Public Offering (IPO) by selling 6,000,000 units at $10.00 per unit[20]. - As of December 31, 2024, the company had approximately $566,582 available for working capital following the IPO[23]. - Approximately $575,000 will be available outside the trust account to fund working capital requirements, with offering expenses estimated at $550,000[102]. - The company had net tangible assets exceeding $5,000,001 upon the successful completion of the IPO, exempting it from certain SEC rules for blank check companies[97]. - The company may need to obtain additional financing for general corporate purposes following the business combination[42]. Business Combination Plans - The company entered into a Merger Agreement on June 7, 2024, with Oabay Holding Company, which includes multiple mergers to complete the Business Combination[25]. - Shareholders approved an extension of the deadline to complete the initial business combination from September 19, 2024, to June 19, 2025[29]. - The company has the option for nine one-month extensions to complete the Business Combination, requiring a deposit of $125,000 for each extension[37]. - The company aims to acquire businesses with strong management teams to enhance operational and investment capabilities[39]. - The business combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the trust account[40]. Target Business Criteria - The company intends to focus on acquiring private companies in Asia with strong economics and paths to positive cash flow[33]. - The company has identified criteria for evaluating prospective target businesses, focusing on operational efficiency and revenue scaling[35]. - Target businesses should have significant revenue and earnings growth potential through product development and increased production capacity[39]. - The company seeks to acquire businesses capable of generating strong, stable, and increasing free cash flow, particularly those with predictable revenue streams[39]. Shareholder Dynamics - Initial shareholders have agreed to vote their shares in favor of the initial business combination, regardless of public shareholder votes, which may increase the likelihood of approval[75]. - The company needs 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 it to be approved[76]. - Public shareholders' only opportunity to affect investment decisions regarding a potential business combination may be limited to exercising redemption rights for cash[77]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for a business combination, making it difficult to proceed[78]. Risks and Challenges - The company faces competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[49]. - There are significant risks associated with potential business combinations in China, including regulatory and enforcement risks[63]. - The company may face challenges in completing a business combination due to potential conflicts of interest among its officers and directors[69]. - The company may face bankruptcy claims that could prioritize creditors over shareholders, potentially reducing the per-share amount received during liquidation[110]. - The company may incur significant costs in pursuit of acquisition plans, which could further strain its financial condition[73]. Regulatory and Compliance Issues - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[52]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[57]. - The Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) expanded CFIUS's scope, which may restrict the company's ability to consummate business combinations with U.S. businesses[127]. - The company may face risks related to government review processes, which could delay or block business combinations, impacting its operational timeline[128]. Market and Competitive Landscape - 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]. - The market for directors and officers liability insurance has become more challenging, with fewer quotes and increased premiums, which could complicate negotiations for business combinations[84]. Operational and Strategic Considerations - The company may attempt to complete multiple business combinations simultaneously, increasing costs and risks that could negatively impact profitability[119]. - The company may pursue acquisition opportunities in industries outside of its management's expertise, which could hinder effective evaluation and management of the acquired business[114]. - The company may face challenges in assessing the management capabilities of prospective target businesses, which could negatively impact post-combination operations[120]. - 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]. Financial Implications of Business Combinations - The company may incur substantial debt to complete a business combination, which could negatively impact its financial condition and shareholder value[139]. - The potential issuance of up to $300,000 in working capital loans could increase the number of outstanding Ordinary Shares, making the company less attractive for acquisitions[146]. - If the company cannot complete its initial business combination, public shareholders may receive less than $10.00 per share upon liquidation[101]. - The company may face challenges in maintaining control of target businesses after initial business combination[176]. Shareholder Rights and Redemption - Public shareholders will only have rights to funds from the trust account under specific circumstances, potentially forcing them to sell shares at a loss if the company cannot complete a business combination[96]. - If shareholders do not receive notice of redemption offers or fail to comply with procedures, their shares may not be redeemed[95]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a majority of shareholders disagree[103]. Miscellaneous - The company may be classified as a Passive Foreign Investment Company (PFIC), resulting in adverse U.S. federal income tax consequences for U.S. investors[160]. - The company has not yet selected any prospective target business, making it difficult to ascertain the capital requirements for any particular transaction[174]. - The company’s founders collectively beneficially owned up to 25% of the Ordinary Shares upon the closing of the IPO, which may influence their motivation in identifying and selecting a target business[170].

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[83]. Capital and Funding - The company generated gross proceeds of $60,000,000 from its IPO of 6,000,000 Units at $10.00 per Unit, and an additional $2,325,000 from the sale of 232,500 Private Placement Units at the same price[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]. - The company granted the underwriter a 45-day option to purchase up to an additional 900,000 Units at the IPO price to cover over-allotment[85]. Liquidity and Working Capital - As of September 30, 2024, the company had a working capital deficit of $308,229, indicating potential liquidity challenges[88]. - The company held cash and cash equivalents of $225,472 as of September 30, 2024, which will be used for identifying and evaluating target businesses[86]. Business Operations and Strategy - The company has not engaged in any substantive discussions regarding a specific business combination target as of the reporting date[81]. - The company has generated no operating revenues to date and does not expect to do so until the completion of its initial business combination[81]. - 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]. Shareholder Actions - 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]. Internal Controls - The company intends to implement remediation steps to improve its internal control over financial reporting due to identified weaknesses[99].

Financial Performance - The company generated 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[76]. - For the six months ended June 30, 2024, the company reported a net income of $1,187,666, with investment income of $1,468,106 and operating costs of $280,440[76]. Cash and Working Capital - As of June 30, 2024, the company had cash and cash equivalents of $225,548, which will be used for identifying and evaluating target businesses[80]. - The company has a working capital of $89,800 as of June 30, 2024, and anticipates incurring significant costs related to financing and acquisition plans[82]. IPO and Fundraising - The company completed its IPO on December 19, 2023, raising gross proceeds of $60,000,000 from the sale of 6,000,000 Units at $10.00 per Unit[78]. Merger and Acquisition Activities - The company entered into a Merger Agreement on June 7, 2024, involving multiple subsidiaries and a business combination with Oabay Holding Company[73]. - An amendment to the Merger Agreement on June 26, 2024, revised earnout milestones, setting consolidated revenue targets of RMB 436,000,000 for 2024 and RMB 583,000,000 for 2025[74]. - The company expects to incur approximately $200,000 in legal and accounting fees related to the business combination, along with other operational expenses[81]. Operational Status - 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[75]. Regulatory Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[84].

Financial Performance - As of March 31, 2024, the company reported a net income of $595,376, primarily from interest earned on investments held in the Trust Account[69]. - 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[70]. - The cash and cash equivalent balance as of March 31, 2024, was $331,872, which will be used for identifying and evaluating target businesses[72]. - As of March 31, 2024, the company had a working capital of $197,994, indicating available funds for operational needs[74]. Expenses and Financial Obligations - 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[73]. - As of March 31, 2024, there were no off-balance sheet arrangements or contractual obligations reported by the company[76]. Business Operations and Strategy - The company has not engaged in any operations or generated revenues to date, focusing solely on organizational activities and preparing for the IPO[68]. - The company has not selected any specific business combination target and has not engaged in substantive discussions regarding potential targets[67]. - The net proceeds from the IPO will be invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[75]. Regulatory and Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[77].

IPO and Financial Overview - 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[15]. - As of December 31, 2023, the company had $60 million deposited in a U.S.-based trust account, with approximately $370,988 allocated for fees and expenses related to the IPO[18]. - The company has not generated any revenues to date and does not expect to do so until after completing a Business Combination[12][14]. - The company plans to utilize the net proceeds from the IPO for general corporate purposes, including potential acquisitions and working capital[31][32]. - Approximately $575,000 will be available outside the trust account to fund working capital requirements, with offering expenses estimated at $550,000[134]. - As of December 31, 2023, the company had a working capital of $340,563, raising substantial doubt about its ability to continue as a going concern[83]. Business Combination Strategy - The company has a 9-month period from the IPO closing to complete its initial Business Combination, extendable up to 18 months with sponsor deposits of $500,000 for each extension[29]. - The management team aims to focus on acquiring private companies in Asia with strong management teams and significant growth potential[21][22]. - The company intends to target businesses that can generate strong free cash flow and benefit from being publicly traded[26][27]. - The company has identified criteria for potential acquisitions, including strong management, revenue growth potential, and the ability to leverage public company status[23][24][25]. - The company currently has no specific business combination under consideration and has not engaged in substantive discussions with any potential targets[34]. - The management team is continuously aware of potential investment opportunities for a business combination, but no target has been selected yet[36]. Competition and Market Risks - The company faces intense competition from other entities, including blank check companies and private equity groups, which may limit its ability to acquire larger target businesses[39]. - The company expects intense competition from other entities for business combination opportunities, which may limit its ability to acquire sizable target businesses[128]. - The company may face additional risks related to potential business combinations with companies operating in China, including regulatory and enforcement risks[52]. - The company may encounter significant risks related to acquiring and operating businesses outside the United States, including unpredictable legal systems and regulatory challenges[70]. - The company may face additional risks if it acquires a technology business, particularly in China, where regulatory changes could significantly impact operations[71]. - The increased competition among special purpose acquisition companies may lead to less favorable financial terms for target companies[102]. Shareholder Considerations - The company may issue additional shares to complete its business combination, which could dilute existing shareholders' interests[63]. - Public shareholders may not have rights to funds in the trust account except under specific circumstances[122]. - The company may not hold a shareholder vote for its initial business combination unless required by law or stock exchange listing requirements, potentially allowing completion without majority public shareholder support[84]. - The company requires a minimum net tangible asset of at least $5,000,001 to proceed with its initial business combination, which may be jeopardized if too many public shareholders exercise their redemption rights[92]. - If the company fails to complete the initial business combination within the prescribed time frame, public shareholders may only receive $10.00 per share or less[113]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a substantial majority of shareholders disagree[135]. Financial and Operational Risks - The company may incur substantial debt to complete a business combination, which could negatively impact its financial condition and shareholder value[196]. - The company may face claims of punitive damages if it distributes trust account proceeds to shareholders before addressing creditor claims in a bankruptcy scenario[144]. - If the company files for bankruptcy after distributing proceeds from the trust account, shareholders may receive less than $10.00 per share due to potential claims from creditors[164]. - The company may not be able to protect funds in the trust account from third-party claims, potentially reducing the amount available for redemptions[138]. - The company may face challenges in conducting due diligence on potential targets as the dissolution deadline approaches[111]. - The company may need to redeem public shares if it cannot complete a business combination within the specified time frame[123]. Management and Governance - The company has two executive officers who will devote time as necessary until the business combination is completed, with no full-time employees planned prior to that[41]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, which may impact investor perception[46]. - The company is not required to obtain an independent valuation of the target business, which may lead to reliance on the board's judgment regarding fair market value[162]. - Some officers and directors have significant ties to China, which may limit the pool of acquisition candidates and complicate potential business combinations with non-China-based companies[179]. - The company may face restrictions under U.S. foreign investment regulations, particularly with the Committee on Foreign Investment in the United States (CFIUS), which could block or delay business combinations[182]. Shareholder Dilution and Financial Impact - Public shareholders will incur an immediate dilution of approximately 107.04% (or $9.73 per share) upon the closing of the IPO, with a pro forma net tangible book value of $(0.64) per share[204]. - Founders contributed approximately $25,100, or about $0.02 per founder share, leading to immediate and substantial dilution for public shareholders[203]. - The potential issuance of additional ordinary shares upon conversion rights could make the company a less attractive acquisition vehicle[209]. - The grant of registration rights to founders may complicate the completion of the initial business combination and affect the market price of ordinary shares[198]. - The existence of registration rights for founder shares and Private Placement Units may adversely affect the market price of ordinary shares and complicate business combinations[207].