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].
Bayview Acquisition(BAYA) - 2024 Q2 - Quarterly Report