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].

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 September 30, 2024 ☐ 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/ ...

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 June 30, 2024 ☐ 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 (St ...

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, 2024 ☐ 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 ...

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].