Bayview Acquisition(BAYA) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the company's interim financial statements and related disclosures for the periods ended June 30, 2025 Item 1. Financial Statements This section presents the unaudited interim financial statements and detailed notes for periods ended June 30, 2025, and December 31, 2024 Balance Sheets The balance sheets detail the company's financial position, showing assets, liabilities, and shareholders' deficit at specific dates - The balance sheets show a significant decrease in total assets and investments held in the trust account, alongside an increase in total liabilities and accumulated deficit from December 31, 2024, to June 30, 2025[11] Balance Sheet Key Figures: | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :-------------- | :---------------- | | Total Assets | $19,384,699 | $39,707,787 | | Investments held in trust account | $19,188,028 | $39,582,820 | | Total Current Liabilities | $2,526,230 | $1,280,893 | | Total Liabilities | $4,626,230 | $3,380,893 | | Ordinary shares subject to possible redemption | $19,288,028 | $39,582,820 | | Accumulated Deficit | $(4,529,732) | $(3,256,099) | | Total Shareholders' Deficit | $(4,529,559) | $(3,255,926) | Unaudited Statements of Operations These statements present the company's revenues, expenses, and net income for the specified interim periods - Net income significantly decreased for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to lower interest and dividend income from the trust account and increased operating costs[14] Statements of Operations Key Figures: | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Formation and operating costs | $279,892 | $121,504 | $550,351 | $280,440 | | Interest and dividend earned on securities in trust | $393,352 | $713,793 | $806,708 | $1,468,106 | | Total other income | $394,053 | $713,793 | $808,426 | $1,468,106 | | Net Income | $114,161 | $592,289 | $258,075 | $1,187,666 | | Basic and diluted net income per shares, redeemable ordinary shares | $0.09 | $0.10 | $0.19 | $0.21 | | Basic and diluted net loss per shares, non-redeemable ordinary shares | $(0.12) | $(0.02) | $(0.24) | $(0.04) | Unaudited Statements of Changes in Shareholders' Deficit This statement tracks changes in the accumulated deficit and equity components over the reporting periods - The statements show an increasing accumulated deficit for both 2025 and 2024 periods, influenced by interest earned on the trust account and accretion of temporary equity into redemption value[16][18] Changes in Shareholders' Deficit (Accumulated Deficit): | Period | Balance as of Jan 1 | Interest earned on trust account | Accretion of temporary equity | Net income | Balance as of June 30 | | :-------------------------------- | :------------------ | :----------------------------- | :---------------------------- | :--------- | :-------------------- | | Six Months Ended June 30, 2025 | $(3,256,099) | $(806,709) | $(725,000) | $258,076 | $(4,529,732) | | Six Months Ended June 30, 2024 | $(1,729,956) | $(1,468,106) | $0 | $1,187,665 | $(2,010,373) | Unaudited Statements of Cash Flows These statements summarize cash inflows and outflows from operating, investing, and financing activities - Cash flows from investing activities in 2025 show significant inflows due to withdrawals from the trust account for redemptions, which are largely offset by cash outflows from financing activities for share redemptions[20] Statements of Cash Flows Key Figures (Six Months Ended June 30): | Item | 2025 | 2024 | | :------------------------------------------ | :----------- | :----------- | | Net cash used in operating activities | $(42,945) | $(356,760) | | Net cash provided by investing activities | $21,101,501 | $0 | | Net cash used in financing activities | $(21,101,501) | $0 | | Net change in cash | $(42,945) | $(356,760) | | Cash at end of period | $50,675 | $225,548 | Notes to Unaudited Financial Statements These notes provide detailed explanations of the company's accounting policies and specific financial statement items NOTE 1 —ORGANIZATION AND BUSINESS OPERATIONS This note describes the company's formation as a SPAC, its IPO, business combination plans, and going concern considerations - Bayview Acquisition Corp was incorporated on February 16, 2023, as a blank check company (SPAC) to effect a business combination. It has not commenced operations and generates non-operating income from IPO proceeds[23][25] - The company consummated its IPO on December 19, 2023, raising $60,000,000 gross proceeds from 6,000,000 units at $10.00 per unit[26] - A Merger Agreement with Oabay Holding Company was entered into on June 7, 2024, with an amendment on June 26, 2024, revising earnout milestones. The deadline for the business combination has been extended to December 19, 2025[28][29][31][34] Share Redemptions in Connection with Extensions: | Date of Meeting | Shares Redeemed | Redemption Price per Share | Aggregate Redemption Amount | | :-------------------- | :-------------- | :------------------------- | :-------------------------- | | September 16, 2024 | 2,290,989 | ~$10.39 | ~$23,803,376 | | June 17, 2025 | 1,975,249 | ~$11.05 | ~$21,826,501 | - Management has identified conditions, including a cash balance of $50,675 and a working capital deficit of $2,429,558 as of June 30, 2025, that raise substantial doubt about the company's ability to continue as a going concern[37] NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the key accounting principles and policies applied in preparing the financial statements - The financial statements are prepared in conformity with US GAAP and SEC rules. The company is an 'emerging growth company' and has elected to use the extended transition period for new accounting standards[38][39][40] - Investments held in the trust account are classified as trading securities and presented at fair value. Dividends and interest earned from the trust account are included in interest earned on marketable securities[44] - No income taxes are levied by the Government of the Cayman Islands, so income taxes are not reflected in the financial statements[48] - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, with changes recognized immediately[54] NOTE 3 — INITIAL PUBLIC OFFERING This note details the terms and proceeds of the company's initial public offering - On December 19, 2023, the Company sold 6,000,000 Units at $10.00 per Unit, with each Unit consisting of one ordinary share and one right to receive one-tenth of one ordinary share upon business combination[58] NOTE 4 — PRIVATE PLACEMENTS This note describes the private placement of units conducted concurrently with the IPO - Simultaneously with the IPO, 232,500 Private Placement Units were sold to the Sponsors at $10.00 per Unit, generating gross proceeds of $2,325,000, which were added to the Trust Account[59] NOTE 5 — RELATED PARTIES This note discloses transactions and balances with related parties, including sponsors and service providers - Sponsors acquired founder shares, with 225,000 ordinary shares forfeited on January 28, 2024, due to the unexercised over-allotment option[61][63] - Amount due to related party was $120,111 as of June 30, 2025, primarily for administrative services fees[65] - The Company engaged Ascendant Global Advisors, Inc., a related party, for accounting services at a fixed quarterly rate of $5,250, incurring $10,500 for the six months ended June 30, 2025[66] NOTE 6 — COMMITMENTS AND CONTINGENCIES This note outlines the company's contractual obligations and potential future liabilities - A deferred underwriting commission of $2,100,000 is payable upon completion of a business combination[70] - The Company sold an option to Chardan to purchase 540,000 units at $11.50 per unit for $100, exercisable upon the consummation of an initial Business Combination[71] - Business combination related costs of $160,939 were incurred for the six months ended June 30, 2025, with Oabay responsible for these expenses[72] - A finder's fee of 600,000 shares of the combined listing entity is payable upon the closing of the Business Combination[73] NOTE 7 — SHAREHOLDERS' EQUITY This note details the authorized and outstanding share capital and the rights associated with the shares - The Company is authorized to issue 2,000,000 preferred shares (none issued) and 200,000,000 ordinary shares. As of June 30, 2025, there were 1,732,500 ordinary shares issued and outstanding, excluding those subject to possible redemption[74][75][78] - Each right entitles the holder to one-tenth of one ordinary share upon consummation of the initial Business Combination; rights will expire worthless if the business combination is not completed[79] NOTE 8 — FAIR VALUE MEASUREMENTS This note explains the fair value hierarchy and valuation methods for financial instruments - The Company uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities. Investments held in the trust account are classified as Level 1[81][82] Investments Held in Trust Account (Fair Value - Level 1): | Date | Amount | | :---------------- | :----------- | | June 30, 2025 | $19,188,028 | | December 31, 2024 | $39,582,820 | NOTE 9. SEGMENT INFORMATION This note clarifies that the company operates as a single reporting segment - The Company operates as a single operating segment, with the Chief Executive Officer (CODM) reviewing net income (loss) to make resource allocation and performance assessment decisions[86][88] NOTE 10 — SUBSEQUENT EVENTS This note reports significant events that occurred after the balance sheet date - On July 18, 2025, the Company deposited $100,000 into the trust account to extend the business combination period by one month, from July 19, 2025, to August 19, 2025[90] - In July 2025, $100,000 previously held in an escrow account for the June extension was deposited into the trust account[90] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section reviews the company's financial condition, operating results, liquidity, and capital resources as a blank check company, noting its emerging growth status - The Company is a blank check company with no operating revenues to date, expecting to generate non-operating income from interest earned on IPO proceeds held in the trust account[92][93] Net Income Summary: | Period | 2025 Net Income | 2024 Net Income | | :--------------------------- | :-------------- | :-------------- | | Three months ended June 30 | $114,161 | $592,289 | | Six months ended June 30 | $258,075 | $1,187,666 | - As of June 30, 2025, the cash and cash equivalent balance was $50,675. The $60,000,000 from the IPO and private placement was initially held in a trust account, intended for the initial business combination and working capital[97][99] - Expected liquidity requirements include approximately $200,000 for business combination fees, $100,000 for regulatory reporting, $120,000 for administrative services, $55,000 for NASDAQ fees, and $100,000 for miscellaneous expenses[101] - The Company qualifies as an 'emerging growth company' under the JOBS Act and has elected to delay the adoption of new or revised accounting standards[107] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the company has no material interest rate risk due to trust account investments in short-term U.S. government securities - The Company is a smaller reporting company and is not required to provide detailed quantitative and qualitative disclosures about market risk[109] - Investments in the trust account are in short-term U.S. government treasury bills or money market funds, leading to no material exposure to interest rate risk[104] Item 4. Controls and Procedures Disclosure controls were effective, but a material weakness in internal control over financial reporting was identified due to a lack of qualified SEC reporting professionals and inadequate review processes - Disclosure controls and procedures were evaluated as effective as of June 30, 2025[110] - Management concluded that internal control over financial reporting was not effective as of June 30, 2025, due to a material weakness related to the lack of qualified SEC reporting professionals and inadequate review and approval of financial statements[114] - Remediation steps include expanding and improving the review process for complex securities, enhancing access to accounting literature, identifying third-party professionals, and considering additional experienced staff[114] - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[115] PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, and other required disclosures Item 1. Legal Proceedings The company reports no legal proceedings - There are no legal proceedings to report[116] Item 1A. Risk Factors This section refers to the risk factors previously disclosed in the company's IPO prospectus and annual report on Form 10-K, stating that no material changes have occurred as of the current report date - Risk factors are consistent with those disclosed in the final IPO prospectus (December 19, 2023) and the annual report on Form 10-K (April 1, 2025)[117] - No material changes to the previously disclosed risk factors have occurred as of the date of this Quarterly Report[117] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities This section details the gross proceeds from the IPO and private placement, the allocation of funds to the trust account after transaction costs, and the significant redemption of ordinary shares that occurred on June 17, 2025 Proceeds from Securities Sales: | Source | Units Sold | Price per Unit | Gross Proceeds | | :-------------------- | :--------- | :------------- | :------------- | | Initial Public Offering | 6,000,000 | $10.00 | $60,000,000 | | Private Placement | 232,500 | $10.00 | $2,325,000 | | Total Gross Proceeds | | | $62,325,000 | - Transaction costs related to these 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[120] - After deducting costs, $60,000,000 net proceeds were placed in the Trust Account[120] - On June 17, 2025, 1,975,249 Ordinary Shares were redeemed for cash at approximately $11.05 per share, totaling approximately $21,826,501[121] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - There are no defaults upon senior securities[122] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable to the Company[123] Item 5. Other Information The company reports no other information to disclose under this item - There is no other information to disclose under this item[124] Item 6. Exhibits This section lists the exhibits filed as part of or incorporated by reference into the Quarterly Report on Form 10-Q, including key corporate documents and certifications - Key exhibits include the Amendment to the Second Amended and Restated Articles and Memorandum of Association, a Promissory Note dated June 20, 2025, and certifications from the Principal Executive Officer and Principal Financial Officer[126]