IPO and Financial Proceeds - The company completed its IPO on April 11, 2022, raising gross proceeds of $82.5 million from the sale of 8,250,000 units at $10.00 per unit[23]. - A total of $84,150,000 of the net proceeds from the IPO and Private Placement Units was deposited in the Trust Account, with transaction costs amounting to $5,105,315[94]. - The company completed a Private Placement of 510,000 Private Placement Units at a purchase price of $10.00 per unit, generating gross proceeds of $5.1 million[91]. - The underwriters received a cash underwriting discount of $1,650,000 and a deferred fee of $2,887,500, contingent upon the completion of a business combination[145]. - The company incurred $5,105,315 in transaction costs related to the IPO, including $1,650,000 in underwriting fees and $2,887,500 in deferred underwriting fees[132]. Business Combination and Extensions - The company extended the deadline to consummate an initial business combination from October 11, 2023, to July 11, 2024, with the option for up to nine one-month extensions[25]. - The deadline for completing an initial business combination has been extended to April 11, 2025, with the possibility of further monthly extensions[56]. - The company entered into a letter of intent with Semnur for a potential business combination on July 2, 2024[29]. - The Longevity Merger Agreement was terminated on June 26, 2024, leading to the withdrawal of the registration statement initially filed with the SEC[28]. - The Business Combination must meet the Nasdaq requirement of having a total aggregate fair market value of at least 80% of the Trust Account assets[55]. Shareholder Redemptions - Following the Extension Meeting on October 11, 2023, shareholders redeemed 3,712,171 public shares, resulting in approximately $40.5 million (approximately $10.92 per share) being removed from the Trust Account[26]. - On July 10, 2024, shareholders redeemed 3,785,992 public shares, leading to approximately $43.4 million (approximately $11.47 per share) being withdrawn from the Trust Account[30]. - Approximately $43.4 million was removed from the Trust Account due to shareholder redemptions, leaving 751,837 public shares outstanding[109]. - Following redemptions, there are 751,837 public shares outstanding[48]. Financial Performance - The Company had a net loss of $167,306 for the year ended December 31, 2024, primarily due to formation and operating expenses of $1,649,106 and interest expense of $96,242, partially offset by income earned on investments held in the Trust Account of $1,578,042[122]. - For the year ended December 31, 2023, the Company reported a net income of $632,536, primarily from income earned on investments held in the Trust Account amounting to $3,843,271, offset by formation and operating expenses of $3,173,826 and interest expense of $36,909[123]. - For the year ended December 31, 2024, net cash used in operating activities was $753,296, primarily due to a net loss and changes in current assets and liabilities[124]. - For the year ended December 31, 2024, net cash provided by financing activities was $42,859,628, primarily due to proceeds from the issuance of a promissory note to a related party[128]. Corporate Structure and Governance - The board of directors consists of three members, with directors serving a two-year term[172]. - The audit committee is comprised of independent directors, including Huifeng Chang, Jim Mao, and Kevin Vassily, with Kevin Vassily serving as the Chair[175]. - Lei Huang serves as the Chief Executive Officer and has been with the company since its inception[166]. - You ("Patrick") Sun has served as the Chief Financial Officer since the company's inception and has extensive experience in banking and asset management[168]. - The audit committee is responsible for monitoring the independence of the independent registered public accounting firm and pre-approving all audit services[176]. Risks and Challenges - The company has encountered intense competition from other entities seeking similar business combinations, which may limit its ability to acquire larger target businesses[73]. - The company has no operating history and no revenues, which presents a challenge in evaluating its ability to achieve its business objectives[76]. - Management expressed substantial doubt about the Company's ability to continue as a going concern through April 11, 2025, if a business combination is not consummated[139]. - The company is subject to a potential delisting from Nasdaq if it fails to complete a business combination by April 7, 2025[77]. Compliance and Regulatory Matters - The Company is required to maintain a Minimum Value of Listed Securities (MVLS) of $50 million for continued listing on Nasdaq, with a compliance deadline of August 20, 2024[100]. - The Company has 180 days to regain compliance with Nasdaq Listing Rules, with MVLS needing to close at or above $50 million for ten consecutive business days[102]. - The company is classified as an "emerging growth company" and will maintain this status until it achieves total annual gross revenue of at least $1.235 billion or the market value of its ordinary shares exceeds $700 million[70]. - The company has no approved plan to extend the business combination deadline beyond April 11, 2025[221]. Internal Controls and Audit - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2024, and determined it was effective[158]. - There were no changes in internal control over financial reporting during the quarter ended December 31, 2024, that materially affected its effectiveness[160]. - The audit committee is responsible for the pre-approval of audit and permitted non-audit services performed by the independent auditor[209]. Miscellaneous - The company has not declared or paid any dividends on its ordinary shares and does not anticipate doing so in the foreseeable future[88]. - The company has not encountered any cybersecurity incidents since its IPO and does not consider itself to face significant cybersecurity risk[80]. - The company has no material litigation or governmental proceedings currently pending against it[82]. - The company has no off-balance sheet arrangements as of December 31, 2024, and does not participate in transactions that create variable interest entities[142].

IPO and Business Combination - The company completed its IPO on April 11, 2022, raising gross proceeds of $82.5 million from the sale of 8,250,000 units at $10.00 per unit[23]. - The company has established criteria for evaluating potential business combinations, which Semnur is believed to meet[43]. - The company entered into a merger agreement with Semnur on August 30, 2024, with plans for Denali to be renamed Semnur Pharmaceuticals, Inc. upon completion[37]. - A preliminary prospectus/proxy statement was filed on November 6, 2024, regarding the proposed business combination with Semnur[38]. - The company plans to extend the deadline for business combination completion to December 11, 2025, with monthly extensions available[39]. - The Business Combination must meet the Nasdaq requirement of having a fair market value of at least 80% of the Trust Account assets[55]. - The deadline for completing an initial business combination was extended to April 11, 2025, with the possibility of further monthly extensions[56]. - If no initial business combination is completed by the Extended Date, the company will redeem public shares and liquidate[66]. - The company has not engaged in any operations or generated operating revenues to date, with activities focused on preparing for the IPO and identifying a target company for a business combination[120]. Shareholder Actions and Redemptions - Shareholders redeemed 3,712,171 public shares for approximately $40.5 million (about $10.92 per share) during the Extension Meeting, leaving 4,537,829 public shares outstanding[26]. - Shareholders holding 3,785,992 public shares redeemed their shares for a pro rata portion of the Trust Account, resulting in approximately $43.4 million removed, equating to about $11.47 per share[48]. - Following redemptions, 751,837 public shares remained outstanding[48]. - Public shareholders will have the opportunity to redeem shares at a price of $12.00 per share upon completion of the initial business combination[60]. - Redemption rights are limited to 15% of the shares sold in the IPO without prior consent, to prevent shareholder manipulation[64]. Financial Performance and Proceeds - The Company had a net loss of $167,306 for the year ended December 31, 2024, primarily due to formation and operating expenses of $1,649,106 and interest expense of $96,242, partially offset by income earned on investments held in the Trust Account of $1,578,042[122]. - For the year ended December 31, 2023, the Company reported a net income of $632,536, mainly from income earned on investments held in the Trust Account amounting to $3,843,271, offset by formation and operating expenses of $3,173,826 and interest expense of $36,909[123]. - The total amount placed in the Trust Account following the IPO was $84,150,000, with $1,515,795 of cash held outside the Trust Account for working capital purposes[132]. - The Company incurred $5,105,315 in transaction costs related to the IPO, including $1,650,000 in underwriting fees and $2,887,500 in deferred underwriting fees[132]. - For the year ended December 31, 2024, net cash used in operating activities was $753,296, primarily due to a net loss of $167,306 and changes in current assets and liabilities of $585,990[124]. - For the year ended December 31, 2024, net cash used in investing activities was $43,425,328, primarily due to cash withdrawn from the Trust Account in connection with the redemption of 3,785,992 shares of ordinary shares by public shareholders[126]. - For the year ended December 31, 2024, net cash provided by financing activities was $42,859,628, mainly from proceeds of $565,700 from the issuance of a promissory note to a related party[128]. Corporate Governance and Compliance - The board of directors consists of three members, with directors serving a two-year term[172]. - The audit committee is composed of independent directors, including Huifeng Chang, Jim Mao, and Kevin Vassily, with Kevin Vassily serving as the Chair[175]. - The audit committee is responsible for overseeing audits, monitoring the independence of the accounting firm, and ensuring compliance with applicable laws[176]. - The company has adopted a Code of Ethics applicable to directors, officers, and employees, which is available upon request[178]. - The company has an insider trading policy governing transactions of its securities by directors, officers, and employees[179]. - The audit committee will review all payments made to the sponsor, executive officers, and directors on a quarterly basis[197]. - The independent directors of the company will hold regularly scheduled meetings to discuss matters without the presence of non-independent directors[203]. Risks and Challenges - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[73]. - The company is subject to potential economic downturns and recent volatility in capital markets, which may affect its ability to complete a business combination[84]. - The company has evaluated conditions raising substantial doubt about its ability to continue as a going concern through April 11, 2025, if a business combination is not consummated[139]. - The company has no approved plan to extend the business combination deadline beyond April 11, 2025, raising substantial doubt about its ability to continue as a going concern[221]. Notes on Securities and Loans - The Company issued a convertible promissory note totaling up to $180,000 to the sponsor, with an initial principal balance of $15,037[110]. - The Company issued a Convertible Promissory Note totaling $825,000 to FutureTech, fully utilized to extend the business combination period, with an outstanding balance of $1,275,000 as of December 31, 2024[137]. - The Company has drawn down a total of $208,200 from an additional aggregate amount available under the Convertible Promissory Note, exceeding the permitted principal amount[134]. - The Company has a total principal amount of $2,000,000 under the amended Convertible Promissory Note as of January 24, 2025[134]. - The Company may repay loaned amounts from the proceeds held in the Trust Account if the initial business combination is completed[198].

Employee and Management Structure - As of December 31, 2024, the Company had 90 full-time employees and 4 consultants, with 11 employees and 3 consultants engaged in R&D initiatives[308]. - The Compensation Committee is responsible for evaluating senior management compensation, ensuring it aligns with the Company's performance and shareholder interests[305]. - The independent auditor is accountable to the Board and the Audit Committee, which evaluates their performance and oversees their compensation[303]. - The Compensation Committee ensures that management compensation programs are linked to meaningful performance targets[305]. - The Company has adopted a written code of business conduct and ethics to guide its operations[306]. - The company adopted a Compensation Recovery Policy in 2024 in compliance with Nasdaq listing standards and Rule 10D-1 of the Exchange Act[317]. - As of December 31, 2024, there was no outstanding balance of erroneously awarded compensation to be recovered[318]. Shareholder Information - Major shareholders include MM Asset Management Inc. SPC, holding 256,420 shares, representing less than 1% of the total[311]. - The total beneficial ownership of Directors and Officers amounts to 501,567 shares, which is less than 1% of the class[311]. - Major shareholder MM Asset Management Inc. SPC holds 8,027,792 shares, with a price range from $4.26 to $8.39[316]. Financial Performance - The company reported a revenue of CAD 1.75 billion for Q3 2022, reflecting a 4.3% increase compared to CAD 1.68 billion in Q3 2021[315]. - User data showed a growth in active users, reaching 9.37 million in Q3 2022, up from 8.75 million in Q3 2021, indicating a year-over-year increase of approximately 7.1%[315]. - The company provided a forward guidance of CAD 1.80 billion for Q4 2022, representing an expected growth of 2.9% compared to Q3 2022[315]. - The company reported a net income of CAD 400 million for Q3 2022, a 5% increase from CAD 380 million in Q3 2021[315]. - Operating margin improved to 23% in Q3 2022, compared to 21% in Q3 2021, indicating better cost management[315]. Research and Development - Research and development expenses increased to CAD 80 million in Q3 2022, up from CAD 75 million in Q3 2021, reflecting a commitment to innovation[315]. - New product launches are anticipated to contribute an additional CAD 200 million in revenue for the upcoming fiscal year[315]. - A strategic acquisition is planned, which is expected to enhance the company's technological capabilities and add CAD 50 million in annual revenue[315]. Market and Operational Strategy - The company is focusing on market expansion in Asia, targeting a 15% increase in market share by the end of 2023[315]. - The Company has a fabrication facility in Singapore employing 44 individuals, contributing to its operational capabilities[308]. Currency and Market Risk - The company is exposed to a foreign currency risk, with a 10% change in foreign currencies held potentially increasing or decreasing other comprehensive loss by $3,250,000[395]. - The exchange rate from CAD to USD showed a high of 0.7446 and a low of 0.6800 from September 2024 to February 2025, with an average of 0.7159[396]. - The exchange rate from SGD to USD had a high of 0.7791 and a low of 0.7291 from September 2024 to February 2025, with an average of 0.7510[397]. - The exchange rate from CNY to USD had a high of 0.1426 and a low of 0.1364 from September 2024 to February 2025, with an average of 0.1390[397]. - The company manages market risk through its investment policy, ensuring optimal investment returns while meeting daily cash flow and liquidity demands[393]. - Short-term investments are subject to interest rate risk due to market fluctuations, but the company does not rely on interest from these investments to fund operations[394]. Compensation and Stock Options - The options exercisable for Directors and Officers within 60 days of March 20, 2025, include various grants with prices starting at CAD 1.75[314]. - The company holds a significant number of warrants exercisable within 60 days of March 20, 2025, with a total of 26,966 to 124,861 warrants held by various executives at an exercise price of CA$1.52[316].

Financial Performance - Total revenues for the years ended December 31, 2024 and 2023 were $120.3 million and $132.6 million, respectively, reflecting a year-over-year decline primarily due to the divestiture of Board.org in March 2024[22]. - As of December 31, 2024, the company's annual recurring revenue (ARR) was $107.5 million, with an adjusted ARR of $93.3 million after excluding discontinued products and divested businesses[43]. - The net retention revenue (NRR) for subscription customers was approximately 98% for Q4 2024, indicating strong customer retention[46]. - The company incurred net losses of $62.5 million in 2024 and $115.5 million in 2023, highlighting ongoing challenges in achieving profitability[66]. - Approximately 90% of the company's revenues are subscription-based, making high renewal rates critical for financial stability[67]. - A significant portion of revenue is derived from government contracts, which are subject to unpredictable demand and budgetary cycles[106]. Customer Base and Market Presence - The company serves a diverse customer base, including 40 of the Fortune 100, across more than 40 countries, providing stability and growth opportunities[22][36]. - The company serves a diverse customer base, including 40 of the Fortune 100, indicating a strong market presence[42]. - For the years ended December 31, 2024 and 2023, approximately 21% and 19% of revenues were derived from outside the United States, indicating a growing international presence[85]. Product Development and Innovation - The launch of the new core product, PolicyNote, is expected in January 2025, aimed at improving customer experience and retention through enhanced AI features[29]. - Investments in research and development focus on consolidating product portfolios and enhancing data integration capabilities, with a strong emphasis on AI-driven technology[31][33]. - The company is focused on innovation, having launched new products like PolicyNote and plans to continue enhancing its technology platform[55]. - The company leverages AI-driven analytical solutions to provide clients with insights on legal and regulatory developments, enhancing its service offerings[48]. Competition and Market Risks - The company faces competition from traditional information services and emerging startups, necessitating continuous improvement and innovation in its product offerings[50]. - The introduction of competitors' offerings and fluctuations in customer satisfaction could lead to declines in subscriptions, impacting future revenues[69]. - The company faces intense competition for skilled personnel, particularly in AI and data science, which could hinder its ability to innovate and maintain customer relationships[111]. - The company faces risks associated with international operations, including compliance with foreign laws and potential economic instability in those regions[84]. Operational Challenges - The company has implemented a cost reduction plan in 2023 to align operations and reduce future operating expenses[66]. - The sales cycles for the company's products and services are lengthy and unpredictable, requiring significant time and resources without guaranteed revenue[88]. - The company acknowledges the difficulty in accurately estimating the size of its total addressable market, which could limit future growth rates[89]. - The company must navigate challenges in selling to government entities, including competitive bidding processes and compliance with stringent regulations[105]. Intellectual Property and Compliance - The company owns 47 registered trademarks, 14 patents, and has 373 domain names, indicating a strong intellectual property portfolio[53]. - The company may not be able to adequately protect its intellectual property rights, which could harm its business and financial condition[136]. - The company must comply with various lobbying laws, which could result in penalties if not adhered to[108]. - The company is subject to various legal and regulatory risks that could adversely impact its financial condition and operating results[121]. Financial Management and Capital Structure - As of December 31, 2024, the company had $168.2 million in total indebtedness, with $88.6 million under a senior term loan secured by substantially all assets and $79.6 million unsecured[122]. - The company plans to retire $27.1 million of term loans under the senior term loan in connection with the sale of Oxford Analytica and Dragonfly[123]. - The company incurs increased costs due to public company compliance requirements, which may affect profitability[193]. - The company may need to hire additional accounting staff or engage outside consultants, increasing operating expenses[194]. Cybersecurity and Risk Management - The company has a cybersecurity risk management program led by a Vice President with over 15 years of experience in the field[204]. - The company has faced cybersecurity threats, including malware and computer virus attacks, but these have not materially affected its business strategy or financial condition[208]. - The company's Board has delegated responsibility for oversight of the Enterprise Risk Management program and cybersecurity risk to the Audit Committee[207]. - Cybersecurity threats are constantly evolving, and the company may be vulnerable to data breaches that could harm its reputation and financial condition[170].

Filing Information - Spruce Biosciences, Inc. filed a Notification of Late Filing on Form 12b-25 regarding its Annual Report for the fiscal year ended December 31, 2024[6]. - The Notification of Late Filing was submitted to the SEC on March 31, 2025[6]. - The report emphasizes that the information provided is not deemed "filed" under the Exchange Act[7]. Financial Estimates - The filing includes certain estimates about the Company's results of operations and financial condition for the fiscal year ended December 31, 2024[6]. - The filing does not include specific financial metrics or performance data for the fiscal year ended December 31, 2024[6]. - The Company has not yet provided detailed guidance or future outlook in this filing[6]. Company Classification and Trading - The Company is classified as an emerging growth company under the Securities Act of 1933[5]. - The Company’s common stock is traded on the Nasdaq Capital Market under the symbol SPRB[5]. Company Information - The Company’s principal executive offices are located in South San Francisco, California[2]. - There are no mentions of new products, technologies, market expansions, or acquisitions in the current report[6].

Company Focus and Strategy - The company is focused on developing Adrulipase, a recombinant lipase enzyme for patients with cystic fibrosis and chronic pancreatitis, while discontinuing programs for Latiglutenase, Capeserod, and Niclosamide [367]. - In March 2024, the company completed a merger with ImmunogenX, acquiring assets including Latiglutenase and CypCel, but plans to dispose of these assets within 12 months [368]. - The company has initiated a plan to dispose of the Latiglutenase program, which was aimed at treating celiac disease [375]. - The company is no longer pursuing the Niclosamide program, which included multiple Phase 2 clinical trials for various GI conditions [377]. - The company is focused on expanding its product pipeline through collaborations and acquisitions, evaluating potential asset acquisitions and business combinations [406]. Financial Performance - The net loss for the year ended December 31, 2024 was approximately $18 million, an increase of approximately $2.2 million, or 15%, over the net loss of approximately $15.8 million recorded for the year ended December 31, 2023 [415]. - Research and development expenses for the year ended December 31, 2024 totaled approximately $0.9 million, a decrease of approximately $4.1 million, or 82%, compared to $5.0 million in 2023 [409]. - General and administrative expenses for the year ended December 31, 2024 totaled approximately $14.7 million, an increase of approximately $3.9 million, or 36%, compared to $10.7 million in 2023 [411]. - Net cash used in operating activities during the year ended December 31, 2024 was approximately $9.2 million, primarily attributable to the net loss of approximately $18 million [417]. - Net cash provided by financing activities for the year ended December 31, 2024 was approximately $5.6 million, primarily due to net proceeds from the exercise of warrants and issuance of Common Stock [420]. - As of December 31, 2024, the company had cash and cash equivalents of approximately $185,000 and negative working capital of approximately $4.3 million [403]. Compliance and Agreements - The company received a letter from Nasdaq on September 6, 2024, indicating non-compliance with the minimum bid price requirement of $1.00 per share, with a compliance deadline extended to September 1, 2025 [378][379]. - A rescission agreement was announced in March 2025, which will result in the cancellation of shares and options issued during the merger, with the company retaining approximately $695,000 of IMGX's accounts payable and IMGX responsible for about $9,278,400 of secured debt [369][390]. - The company terminated its license agreement with Sanofi for Capeserod, effective April 2025, with no payments due to Sanofi [370]. - A Revolving Loan Agreement was entered into on January 31, 2025, providing $2,000,000 in loans, with an initial disbursement of $550,000 and an interest rate of 18% per annum [383]. - The company plans to conduct a Qualified Public Equity Offering of at least $5,000,000 as part of the Revolving Loan Agreement [384]. Goodwill and Stock-Based Compensation - Goodwill related to the acquisition of ProteaBio Europe SAS is approximately $1.7 million as of December 31, 2024 and 2023 [427]. - Goodwill is subject to periodic review for impairment, with judgment used to determine when events indicate potential recoverability issues [426]. - The fair value of stock-based compensation is recognized over the requisite service period, generally the vesting period [424]. Clinical Trials and Research - The company announced topline results from a Phase 2b study of Adrulipase, indicating safety and tolerability, although the primary efficacy endpoint was not achieved [374]. - The company anticipates continued increases in general and administrative expenses to support expanded research and development activities and business development efforts [401].

Development Focus - The company is focused on developing Adrulipase, a biologic for treating exocrine pancreatic insufficiency in cystic fibrosis and chronic pancreatitis patients[367]. - The company has discontinued the Latiglutenase, Capeserod, and Niclosamide programs, indicating a strategic shift in its development focus[367]. - A merger with ImmunogenX was announced in March 2024, but the company plans to dispose of certain assets, including Latiglutenase and CypCel, within 12 months[368]. - The company has terminated its license agreement with Sanofi for Capeserod, effective April 2025[370]. - The company is not pursuing the sale of its Niclosamide program, which was announced in December 2023[373]. - The company is focused on expanding its product pipeline through collaborations and acquisitions, evaluating potential asset acquisitions and business combinations[406]. Financial Performance - The net loss for the year ended December 31, 2024 was approximately $18 million, an increase of approximately $2.2 million, or 15%, from the net loss of approximately $15.8 million in 2023[415]. - As of December 31, 2024, the company had cash and cash equivalents of approximately $185,000 and negative working capital of approximately $4.3 million[403]. - The company anticipates continued net losses for the foreseeable future and is dependent on obtaining additional funding to continue operations[403]. - Net cash used in operating activities for the year ended December 31, 2024 was approximately $9.2 million, primarily due to the net loss of approximately $18 million[417]. - Net cash provided by financing activities for the year ended December 31, 2024 was approximately $5.6 million, primarily from the exercise of warrants and issuance of Common Stock[420]. - The company has sustained cumulative losses attributable to common stockholders of approximately $202.4 million as of December 31, 2024[403]. Compliance and Regulatory Matters - The company received a letter from Nasdaq on September 6, 2024, indicating non-compliance with the minimum bid price requirement of $1.00 per share, with a compliance deadline extended to September 1, 2025[378][379]. - The company has initiated plans to regain compliance with Nasdaq listing requirements, including holding an annual meeting of stockholders by June 30, 2025[382]. Goodwill and Stock-Based Compensation - Goodwill related to the acquisition of ProteaBio Europe SAS is approximately $1.7 million as of December 31, 2024 and 2023[427]. - Goodwill is subject to annual review for impairment and is not amortized[426]. - The carrying value of goodwill is now denominated in U.S. dollars following the dissolution of AzurRx SAS in October 2022[427]. - If actual results differ from estimates, the company may face a material impairment charge[427]. - Goodwill is impacted by estimates of the fair values of acquired assets and assumed liabilities[425]. - The fair value of stock-based compensation is recognized over the requisite service period, generally the vesting period[424]. - Non-employee awards for stock-based compensation are remeasured at each reporting period until the final measurement date[424]. - Judgment is used to determine when events indicating potential impairment of goodwill arise[426]. Expenses - Research and development expenses for the year ended December 31, 2024 totaled approximately $0.9 million, a decrease of approximately $4.1 million, or 82%, from approximately $5.0 million in 2023[409]. - General and administrative expenses for the year ended December 31, 2024 totaled approximately $14.7 million, an increase of approximately $3.9 million, or 36%, from approximately $10.7 million in 2023[411].

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].

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].

Market Presence and Product Offerings - Sunshine Biopharma currently has 70 generic prescription drugs on the market in Canada and 64 additional drugs in its pipeline, with 13 anticipated launches during the remainder of 2025[20][22]. - The Canadian generic drugs market is valued at approximately $9.7 billion annually, providing significant growth opportunities for Sunshine Biopharma[23]. - Sunshine Biopharma owns 200 Drug Identification Numbers (DINs) for prescription drugs in Canada, secured through in-licenses or cross-licenses from international manufacturers[34]. - Sunshine Biopharma's subsidiary, Nora Pharma, has rights to sell 10 generic prescription drugs in Canada through distribution agreements, receiving a percentage of sales[34]. - The company’s generic drugs are sold primarily in Canada, specifically in Quebec, Ontario, Alberta, and British Columbia[43]. - The company’s OTC products are sold in the U.S. and Canada through Amazon.com and Amazon.ca[44]. - The Canadian federal government has allocated $1.5 billion CAD for the Pharmacare Act, which is expected to enhance the market for generic drugs, aligning with Sunshine Biopharma's focus[150]. - The updated generic pricing agreement effective October 1, 2023, is valid for three years, with an option to extend for an additional two years, providing pricing stability for the company's products[150]. Research and Development - The company is developing two proprietary drugs: K1.1 mRNA for liver cancer and SBFM-PL4, a protease inhibitor for SARS Coronavirus, both currently in animal testing[24][27]. - K1.1 mRNA has shown effectiveness in reducing liver cancer tumor sizes in xenograft mice, with ongoing studies to confirm these results[26]. - The lead compound for SBFM-PL4 has demonstrated antiviral activity against SARS-CoV-2 and favorable pharmacokinetics, with significant reductions in virus load in infected animals[31]. - The company has filed multiple patent applications, including for mRNA molecules capable of destroying cancer cells and small molecules inhibiting Coronavirus proteases, with priority dates dating back to May 2020[32][33]. - Sunshine Biopharma is developing proprietary drugs including K1.1 mRNA for liver cancer and SBFM-PL4 for Coronavirus infections, indicating ongoing investment in R&D[151]. Financial Performance - Revenues for the fiscal year ended December 31, 2024, were $34,874,283, an increase of approximately $10.8 million from $24,092,787 in 2023, driven by expanded sales efforts in Quebec and entry into Ontario, Alberta, and British Columbia[123]. - The cost of sales for 2024 was $24,204,489 (69.4% of revenues), compared to $15,753,616 (65.4%) in 2023, reflecting a 4% increase due to higher professional allowances for sales outside Quebec[123]. - General and administrative expenses increased to $16,481,915 in 2024 from $13,124,470 in 2023, a rise of $3,357,445 associated with the expansion of sales operations[124]. - The net loss for the year ended December 31, 2024, was $5,134,116, compared to a net loss of $4,506,044 for the year ended December 31, 2023[125]. - The company has not paid any dividends and does not anticipate paying dividends in the foreseeable future, opting to retain earnings for future expansion[99]. - The company reported a net loss of $5,134,116 for 2024, compared to a net loss of $4,506,044 in 2023[144]. - The company raised $8,522,411 from a public offering in 2024, compared to $4,089,218 in 2023, which is an increase of approximately 108%[147]. Operational Challenges - The company faces intense competition in the generic pharmaceuticals market, with over 35 active players, where the top 3 hold approximately 50% market share[45]. - The company has incurred losses and may never achieve profitability, relying primarily on sales of generic pharmaceutical products[53]. - The company requires significant additional funding for operations and may not be able to raise funds on favorable terms[62]. - The company’s proprietary drug candidates may never receive required regulatory approval, impacting future revenue generation[60]. - The company relies heavily on Dr. Steve N. Slilaty for strategic and operational management, and his departure could significantly delay research and development efforts[65]. - The company faces potential product liability risks, which could lead to decreased cash reserves and a significant drop in stock price if successful claims are made against it[66]. - The company is subject to regulations regarding hazardous materials, and violations could result in substantial fines or damage claims, adversely affecting financial condition and operations[68]. - The company may struggle to establish sales and marketing capabilities for its non-generic pharmaceutical operations, limiting its ability to generate revenues[70]. - Competition from larger pharmaceutical companies with greater resources poses a significant threat to the company's market position and profitability[79]. - The company may experience delays in clinical trials due to various factors, which could increase development costs and hinder revenue generation[75]. - Rising costs of raw materials and supply chain disruptions have been observed, with expectations of continued upward pressure through fiscal 2024[88]. - The company does not currently have a pollution and remediation insurance policy, which could expose it to significant liabilities related to environmental regulations[68]. - The company may face challenges in recruiting and retaining qualified personnel, which could impact its operational capabilities and growth[85]. Assets and Liabilities - As of December 31, 2024, the company had cash and cash equivalents of $9,686,529, a decrease from $16,292,347 in 2023[143]. - Total assets increased to $30,560,392 in 2024 from $27,346,961 in 2023, driven by growth in current and long-term assets[143]. - The total shareholders' equity rose to $23,500,754 in 2024, up from $21,207,361 in 2023, indicating improved financial stability[143]. - The company had cash and cash equivalents of $9,686,529 at the end of 2024, down from $16,292,347 at the end of 2023, reflecting a decrease of about 40%[157]. - Sunshine Biopharma's accounts receivable increased to $3,868,418 in 2024 from $2,552,362 in 2023, marking a growth of approximately 52%[155]. - The company completed a public offering in February 2024, raising net proceeds of $8,522,411 from the issuance of 35,714 shares of common stock[127]. - The company completed a 1-for-100 reverse stock split on April 17, 2024, followed by a 1-for-20 reverse stock split on August 8, 2024[199]. Acquisitions - The Company acquired Nora Pharma Inc. for a total consideration of $18,860,637, which included $14,346,637 in cash and 3,700,000 shares valued at $4,514,000[187]. - The allocation of the purchase price for Nora Pharma included $1,358,121 in accounts receivable, $3,181,916 in inventory, and $18,326,719 in goodwill[188]. - The Company anticipates paying a remaining earnout balance of $479,208 CAD ($295,797 USD) in April 2025, related to Nora Pharma's performance[189].