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, 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 00-0000000

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

420 Lexington Ave, Suite 2446

New York, NY 10170

(Address of principal executive offices and zip code)

(347) 627-0058

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Units, each consisting of one ordinary share and one right	BAYAU	The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share	BAYA	The Nasdaq Stock Market LLC
Rights, each right entitling the holder thereof to one-tenth of one ordinary share	BAYAR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 14, 2025, there were 3,466,262 ordinary shares, par value $0.0001 issued and outstanding.

BAYVIEW ACQUISITION CORP

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	3
	Unaudited Statements of Operations for the three and six months ended June 30, 2025 and for the three and six months ended June 30, 2024	4
	Unaudited Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2025 and for the three and six months ended June 30, 2024	5
	Unaudited Statements of Cash Flows for six months ended June 30, 2025 and 2024	6
	Notes to Unaudited Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	21
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	22

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

BAYVIEW ACQUISITION CORP

BALANCE SHEETS

	June 30, 2025			December 31, 2024
	(Unaudited)
ASSETS
Cash	$	50,675		$	93,620
Prepaid expenses		45,996			31,347
Total Current Assets		96,671			124,967
Investments held in trust account		19,188,028			39,582,820
Cash held in escrow account		100,000			-
Total Assets	$	19,384,699		$	39,707,787

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	734,009		$	634,060
Promissory note – extension		1,225,000			500,000
Payable to target		447,110			86,833
Due to related party		120,111			60,000
Total Current Liabilities		2,526,230			1,280,893
Deferred underwriting commission payable		2,100,000			2,100,000
Total Liabilities		4,626,230			3,380,893

Commitments and contingencies (Note 6)		-			-

Ordinary shares subject to possible redemption (1,733,762 and 3,709,011 shares at redemption value of $11.12 and $10.67 as of June 30, 2025 and December 31, 2024, respectively)		19,288,028			39,582,820

Shareholders’ Deficit:
Preferred shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding		-			-
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,732,500 shares issued and outstanding (excluding 1,733,762 and 3,709,011 shares subject to possible redemption) at June 30, 2025 and December 31, 2024, respectively		173			173
Additional paid-in capital		-			-
Accumulated Deficit		(4,529,732	)		(3,256,099	)
Total Shareholders’ Deficit		(4,529,559	)		(3,255,926	)
Total Liabilities and Shareholders’ Deficit	$	19,384,699		$	39,707,787

The accompanying notes are an integral part of these unaudited financial statements.

BAYVIEW ACQUISITION CORP

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For The Three Months Ended June 30, 2025			For The Three Months Ended June 30, 2024			For The Six Months Ended June 30, 2025			For The Six Months Ended June 30, 2024
Formation and operating costs	$	279,892		$	121,504		$	550,351		$	280,440
Loss from operations		(279,892	)		(121,504	)		(550,351	)		(280,440	)

Other Income:
Bank interest income		701			-			1,718			-
Interest and dividend earned on securities held in trust account		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 weighted average ordinary shares outstanding, redeemable ordinary shares		3,470,245			6,000,000			3,588,968			6,000,000
Basic and diluted net income per shares, redeemable ordinary shares	$	0.09		$	0.10		$	0.19		$	0.21
Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares		1,732,500			1,732,500			1,732,500			1,765,879
Basic and diluted net loss per shares, non-redeemable ordinary shares	$	(0.12	)	$	(0.02	)	$	(0.24	)	$	(0.04	)

The accompanying notes are an integral part of these unaudited financial statements.

BAYVIEW ACQUISITION CORP

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2025

	Shares		Amount		Capital		Deficit)			Deficit
	Ordinary Shares				Additional Paid-in		Retained Earnings (Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit)			Deficit
Balance as of January 1, 2025		1,732,500	$	173	$	-	$	(3,256,099	)	$	(3,255,926	)

Interest earned on trust account		-		-		-		(413,357	)		(413,357	)
Accretion of temporary equity into redemption value (extension deposit)		-		-		-		(375,000	)		(375,000	)
Net income		-		-		-		143,915			143,915
Balance as of March 31, 2025		1,732,500	$	173	$	-	$	(3,900,541	)	$	(3,900,368	)
Interest earned on trust account		-		-		-		(393,352	)		(393,352	)
Accretion of temporary equity into redemption value (extension deposit)		-		-		-		(350,000	)		(350,000	)
Net income		-		-		-		114,161			114,161
Balance as of June 30, 2025		1,732,500	$	173	$	-	$	(4,529,732	)	$	(4,529,559	)

FOR THE SIX MONTHS ENDED JUNE 30, 2024

	Ordinary Shares						Additional Paid-in			Retained Earnings (Accumulated			Total Shareholders’
	Shares			Amount			Capital			Deficit)			Deficit
Balance as of January 1, 2024		1,957,500		$	196		$	-		$	(1,729,956	)	$	(1,729,760	)

Forfeiture of ordinary shares by Sponsors		(225,000	)		(23	)		23			-			-
Subsequent measurement of ordinary shares subject to possible redemption (interest earned on trust account)		-			-			(23	)		(754,289	)		(754,312	)
Net income		-			-			-			595,376			595,376
Balance as of March 31, 2024		1,732,500		$	173		$	-		$	(1,888,869	)	$	(1,888,696	)
Balance		1,732,500		$	173		$	-		$	(1,888,869	)	$	(1,888,696	)
Subsequent measurement of ordinary shares subject to possible redemption (interest earned on trust account)		-			-			-			(713,793	)		(713,793	)
Net income		-			-			-			592,289			592,289
Balance as of June 30, 2024		1,732,500		$	173		$	-		$	(2,010,373	)	$	(2,010,200	)
Balance		1,732,500		$	173		$	-		$	(2,010,373	)	$	(2,010,200	)

The accompanying notes are an integral part of these unaudited financial statements.

BAYVIEW ACQUISITION CORP

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended June 30, 2025			For the Six Months Ended June 30, 2024
Cash flows from operating activities:
Net income	$	258,075		$	1,187,666
Adjustments to reconcile net income to net cash used in operating activities:
Income earned on investments held in Trust Account		(806,708	)		(1,468,106	)
Changes in operating assets and liabilities:
Accrued expenses		460,226			(59,346	)
Prepaid expenses		(14,649	)		(6,974	)
Due to related party		60,111			(10,000	)
Net cash used in operating activities		(42,945	)		(356,760	)

Cash flows from investing activities:
Cash withdrawn from trust account in connection with redemption		21,826,501			-
Principal deposited into trust account in connection with extension		(625,000	)		-
Principal deposited into trust escrow account		(100,000	)		-
Net cash provided by investing activities		21,101,501			-

Cash flows from financing activities:
Redemption of ordinary shares		(21,826,501	)		-
Proceeds from promissory note		725,000			-
Net cash used in financing activities		(21,101,501	)		-

Net change in cash		(42,945	)		(356,760	)
Cash at beginning of period		93,620			582,308
Cash at end of period	$	50,675		$	225,548

Supplemental disclosure of noncash investing and financing activities
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)		806,708			1,468,106

The accompanying notes are an integral part of these unaudited financial statements.

BAYVIEW ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 1 —ORGANIZATION AND BUSINESS OPERATIONS

Organizational and General

Bayview Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on February 16, 2023. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company’s sponsors are Peace Investment Holdings Limited, a British Virgin Islands company, and Bayview Holding LP, a Delaware limited partnership (the “Sponsors”). As of June 30, 2025, the Company had not commenced any operations. All activities for the period from February 16, 2023 (inception) through June 30, 2025 related to the Company’s formation and the initial public offering (“IPO”), and subsequent to the IPO, identifying a target company for an initial Business Combination. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest or dividend income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on December 14, 2023. Additionally, on December 14, 2023, the Company filed a registration statement adding securities to the Registration Statement. On December 19, 2023, the Company consummated the IPO of 6,000,000 units, (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $60,000,000, which is described in Note 3, and the sale of 232,500 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in private placements to the Sponsors that was closed simultaneously with the IPO, generating gross proceeds of $2,325,000.

The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 900,000 additional Units to cover over-allotment, if any, at the IPO price less the underwriting discounts and commissions. On January 28, 2024, the underwriter’s over-allotment option expired unexercised and hence a total of 225,000 ordinary shares were forfeited by the Sponsors.

The Company will have until the last extended date, December 19, 2025, to consummate a Business Combination. However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less certain amount of interest to pay liquidation and dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Proposed Business Combination

On June 7, 2024, the Company entered into the execution of an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Oabay Holding Company, a Cayman Islands exempted company limited by shares (“PubCo”), Bayview Acquisition Corp, a Cayman Islands exempted company limited by shares (“SPAC”), Bayview Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (“Merger Sub 1”), Bayview Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (“Merger Sub 2”), Oabay Merger Sub Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (“Merger Sub 3”), BLAFC Limited, a business company limited by shares in the British Virgin Islands, Bayview Holding LP, a Delaware limited partnership, and Peace Investment Holdings Limited, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, (i) SPAC will merge with and into Merger Sub 1, with SPAC surviving the merger in accordance with the Companies Act (As Revised) of the Cayman Islands (the “Act”) (the “First SPAC Merger”), (ii) immediately following the First SPAC Merger, SPAC will merge with and into Merger Sub 2, with Merger Sub 2 surviving the Merger in accordance with the Act (the “Second SPAC Merger” and together with the First SPAC Merger, the “Initial Mergers”), and (iii) following the Initial Mergers, Merger Sub 3 will merge with and into the Company, with the Company being the surviving entity and becoming a wholly-owned subsidiary of PubCo in accordance with the Act (the transactions contemplated by the Merger Agreement, the “Business Combination”).

On June 26, 2024, the Company entered into Amendment No. 1 to the Merger Agreement, pursuant to which all parties agreed to revise the earnout milestones to reflect new consolidated revenue metrics. Among other things, the Amendment revises the Merger Agreement to provide that, if the PubCo 2024 Audited Financials (as defined in the Merger Agreement) do not reflect consolidated revenue in excess of RMB 436,000,000.00 during fiscal year 2024 or the PubCo 2025 Audited Financials (as defined in the Merger Agreement) do not reflect consolidated revenues in excess of RMB 583,000,000.00 during fiscal year 2025, but the total consolidated revenue reflected by the PubCo 2024 Audited Financials and the PubCo 2025 Audited Financials is in excess of RMB 1,019,000,00.00, the Pro Rata Portion (as defined in the Merger Agreement) of 6,000,000 Earnout Shares (as defined in the Merger Agreement) will be issued and delivered by PubCo to each Earnout Shareholder (as defined in the Merger Agreement) within five (5) business days following the date of filing of the PubCo 2025 Audited Financials. Previously, the Pro Rata Portion of 6,000,000 Earnout Shares was to be delivered only if the PubCo 2024 Audited Financials do not reflect consolidated revenue in excess of RMB 436,000,000.00 during fiscal year 2024 but the total consolidated revenue reflected by the PubCo 2024 Audited Financials and the PubCo 2025 Audited Financials is in excess of RMB 1,019,000,00.00 during fiscal year 2025.

Extension

On September 16, 2024, the Company held an extraordinary general meeting virtually and in person, solely with respect to voting on (i) the proposal to extend the date by which the Company must complete its initial business combination up to nine (9) times (as extended, the “Termination Date”) from September 19, 2024 to June 19, 2025, with all nine (9) extensions comprised of one month each (each, an “Extension”) (the “2024 Extension Amendment Proposal”) and (ii) the proposal to amend the Company’s investment management trust agreement, dated December 14, 2023 by and between the Company and Equiniti Trust Company, LLC (the “Trustee”) to allow the Company to extend the Termination Date up to nine (9) times, with all nine (9) extensions comprised of one month each from the Termination Date to June 19, 2025 by providing five days’ advance notice to the Trustee prior to the applicable Termination Date and depositing into the Trust Account $125,000 for each month in an Extension until June 19, 2025 (the “2024 Trust Agreement Amendment Proposal”).

In connection with the vote to approve the 2024 Extension Amendment Proposal and the 2024 Trust Agreement Amendment Proposal at the Extraordinary General Meeting on September 16, 2024, the holders of 2,290,989 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $10.39 per share, for an aggregate redemption amount of approximately $23,803,376.

On June 17, 2025, the Company held another extraordinary general meeting virtually and in person, solely with respect to voting on (i) the proposal to extend the date by which the Company must complete its initial business combination from June 19, 2025 up to six times to December 19, 2025, with all six extensions comprised of one month each (the 2025 Extension Amendment Proposal”) and (ii) the proposal to amend the Company’s investment management trust agreement, dated December 14, 2023 by and between the Company and the Trustee to (a) allow the Company to extend the Termination Date up to six times from the Termination Date to December 19, 2025 with all six extensions comprised of one month each by providing five days’ advance notice to the Trustee and depositing into the Trust Account a payment of $100,000 per extension (the “Extension Payment”) until December 19, 2025 and (b) allow the Trustee to liquidate the Trust Account if the Extension Payment is not deposited on time after the expiration of a 30-day cure period (the “2025 Trust Agreement Amendment Proposal”).

In connection with the vote to approve the 2025 Extension Amendment Proposal and the 2025 Trust Agreement Amendment Proposal at the Extraordinary General Meeting on June 17, 2025, the holders of 1,975,249 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $11.05 per share, for an aggregate redemption amount of approximately $21,826,501.

From September 2024 through May 2025, the Company issued 9 promissory notes to Oabay, each in an amount of $125,000, to cover the expense in connection with the extension of the Business Combination, for an aggregate principal amount of $1,125,000. On June 20, 2025, the Company issued an additional unsecured promissory note in the total principal amount of $600,000 to Oabay. Through June 30, 2025, the Company had deposited an aggregate of $1,125,000 into the trust account and $100,000 into the escrow account, pursuant to the promissory notes in connection with extensions of the deadline to complete its initial business combination from September 19, 2024 through July 19, 2025. The $100,000 was subsequently deposited into the trust account in July 2025.

Going Concern Consideration

As of June 30, 2025, the Company had cash of $50,675 and a working capital deficit of $2,429,558. The Company has incurred and expects to continue to incur significant professional costs to remain as a public traded company and to incur transaction costs in pursuit of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period and such period is not extended, there will be a liquidation and subsequent dissolution. As a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. These unaudited financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024 filed by the Company with the SEC on April 1, 2025.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had a cash and cash equivalent balance of $50,675 and $93,620 as of June 30, 2025 and December 31, 2024, respectively.

Investments Held in Trust Account

The Company’s portfolio of investments held in the trust account is comprised of investments in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and Money Market Fund. The Company’s investments held in the trust account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in trust account in the accompanying statements of operations. The estimated fair value of investments held in the trust account is determined using available market information. As of June 30, 2025 and December 31, 2024, the Trust Account had balances of $19,188,028 and $39,582,820, respectively. The dividends and interests earned from the trust account totaled $806,708 and $393,352 for the six and three months ended June 30, 2025, respectively, which were held in the trust accounts as earned and therefore presented as an adjustment to the operating activities in the Statement of Cash Flows.

Offering Costs

Offering costs consist of legal, accounting, and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that were charged to shareholders’ equity upon the completion of the IPO on December 19, 2023.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of June 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

The net income (loss) per share presented in the statements of operations is based on the following:

	For The Three Months			For The Three Months			For The Six Months			For The Six Months
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,
	2025			2024			2025			2024
Net income	$	114,161		$	592,289		$	258,075		$	1,187,666
Interest earned from trust account		(393,352	)		(713,793	)		(806,708	)		(1,468,106	)
Accretion of temporary equity into redemption value (extension deposit)		(350,000	)		-			(725,000	)		-
Net loss including accretion of temporary equity to redemption value	$	(629,191	)	$	(121,504	)	$	(1,273,633	)	$	(280,440	)

	Shares			Shares			Shares			Shares
	For the three months ended June 30, 2025						For the three months ended June 30, 2024
	Redeemable			Non- Redeemable			Redeemable			Non- Redeemable
	Shares			Shares			Shares			Shares
Basic and diluted net income (loss) per share:

Numerators:
Allocation of net loss including accretion of temporary equity	$	(419,672	)	$	(209,519	)	$	(94,280	)	$	(27,224	)
Income earned on investment held in Trust Account		393,352			-			713,793			-
Accretion of temporary equity to redemption value (extension deposit)		350,000			-			-			-
Allocation of net income (loss)	$	323,680		$	(209,519	)	$	619,513		$	(27,224	)

Denominators:
Weighted-average shares outstanding		3,470,245			1,732,500			6,000,000			1,732,500
Basic and diluted net income (loss) per share	$	0.09		$	(0.12	)	$	0.10		$	(0.02	)

	Shares			Shares			Shares			Shares
	For the six months ended June 30, 2025						For the six months ended June 30, 2024
	Redeemable			Non- Redeemable			Redeemable			Non- Redeemable
	Shares			Shares			Shares			Shares
Basic and diluted net income (loss) per share:

Numerators:
Allocation of net loss including accretion of temporary equity	$	(858,978	)	$	(414,654	)	$	(216,671	)	$	(63,769	)
Income earned on investment held in Trust Account		806,708			-			1,468,106			-
Accretion of temporary equity to redemption value (extension deposit)		725,000			-			-			-
Allocation of net income (loss)	$	672,730		$	(414,654	)	$	1,251,435		$	(63,769	)

Denominators:
Weighted-average shares outstanding		3,588,968			1,732,500			6,000,000			1,765,879
Basic and diluted net income (loss) per share	$	0.19		$	(0.24	)	$	0.21		$	(0.04	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

At June 30, 2025, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Public offering proceeds	$	60,000,000
Less:
Proceeds allocated to Public Rights		(2,460,000	)
Allocation of offering costs related to redeemable shares		(4,163,327	)
Plus:
Accretion of carrying value to redemption value		6,623,327
Ordinary shares subject to possible redemption	$	60,000,000
Plus:
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)		107,055
Ordinary shares subject to possible redemption as of December 31, 2023	$	60,107,055
Less:
Withdrawn in connection with redemption		(23,803,376	)
Plus:
Subsequent measurement of ordinary shares subject to possible redemption (extension deposit)		500,000
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)		2,779,141
Ordinary shares subject to possible redemption as of December 31, 2024	$	39,582,820
Plus:
Subsequent measurement of ordinary shares subject to possible redemption (extension deposit)		375,000
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)		413,357
Ordinary shares subject to possible redemption as of March 31, 2025	$	40,371,177
Less:
Withdrawn in connection with redemption		(21,826,501	)
Plus:
Subsequent measurement of ordinary shares subject to possible redemption (extension deposit)		350,000
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)		393,352
Ordinary shares subject to possible redemption as of June 30, 2025	$	19,288,028

Recent Accounting Standards

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

On December 19, 2023, the Company sold 6,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination. Ten Public Rights will entitle the holder to one ordinary share (see Note 7). The Company will not issue fractional shares and only whole shares will trade, so unless a holder purchased units in multiples of tens, such holder will not be able to receive or trade the fractional shares underlying the rights.

NOTE 4 — PRIVATE PLACEMENTS

Simultaneously with the closing of the IPO, the Company consummated the private sale of 232,500 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $2,325,000. Each Private Placement Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units (including the underlying securities) will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions.

NOTE 5 — RELATED PARTIES

Founder Shares

On February 23, 2023, our sponsor, Bayview Holding LP, acquired 1,437,500 founder shares for an aggregate price of $25,000. 963,125 founder shares were transferred to our sponsor Peace Investment Holdings Limited on March 14, 2023.

On December 14, 2023, the Company issued 287,500 founder shares for a consideration of $100, resulting in Bayview Holding LP holding a total of 569,250 founder shares and Peace Investment Holdings Limited holding a total of 1,155,750 founder shares. The payment of $100 was received on December 27, 2023. The issuance was considered as a nominal issuance, in substance a recapitalization transaction, which was recorded and presented retroactively.

On January 28, 2024, a total of 225,000 ordinary shares were forfeited by the Sponsors subsequent to the IPO as the underwriter’s over-allotment option expired unexercised

Promissory Note — Related Party

On February 23, 2023, the Sponsors issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2023, or (ii) the consummation of the IPO. On the date of closing of the IPO, no amounts were outstanding under the Promissory Note and the Promissory Note then expired upon the consummation of the IPO.

As of June 30, 2025, no promissory note was issued to related party.

Due to Related Party

The Sponsors paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts were due on demand and non-interest bearing, which was fully repaid upon closing of the IPO on December 19, 2023. As of June 30, 2025 and December 31, 2024, amount due to related party was $120,111 and $60,000, respectively, consisting primarily of administrative services fees, with $111 as of June 30, 2025 related to website fees.

Accounting Service Agreement

The Company has engaged Ascendant Global Advisors, Inc., a related party of the Sponsors, to assist in preparing quarterly and annual financial statements. The Company has agreed to pay for such services at a fixed quarterly rate of $5,250 each quarter. For the six months ended June 30, 2025 and for the year ended December 31, 2024, service fees of $10,500 and $21,000 have been incurred for these services.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Units, securities underlying the unit purchase option (“UPO”), and Units that may be issued upon conversion of working capital loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale. Subject to certain limitations set forth in such agreement, the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option from the date of IPO to purchase up to 900,000 additional Units to cover over-allotment, at the IPO price less the underwriting discounts and commissions. On January 28, 2024, the underwriter’s over-allotment option expired unexercised and hence a total of 225,000 ordinary shares were forfeited by the Sponsors.

The underwriter was entitled to a cash underwriting discounts of $0.20 per Unit, or $1,200,000 in the aggregate (or $1,380,000 in the aggregate if the underwriter’s over-allotment option is exercised in full), payable upon the closing of the IPO. The cash underwriting discount of $1,200,000 was paid on December 19, 2023.

The underwriter will be entitled to a deferred commission of $0.35 per Unit, or $2,100,000 in the aggregate. The deferred commission will be paid to the underwriters from the amounts held in the escrow trust account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement. The deferred underwriting commission was reported as non-current liability on the balance sheet dated June 30, 2025.

Unit Purchase Option

We have agreed to sell to Chardan and/or its designees, for $100, an option to purchase a total of 540,000 units exercisable, in whole or in part, at $11.50 per unit (or 115% of the volume weighted average price of the ordinary shares during the 20 trading day period starting on the trading day immediately prior to consummation of an initial Business Combination), commencing on the consummation of our initial Business Combination, and expires five years from the effective date of this offering. The option and the 540,000 units, as well as the 540,000 Ordinary Shares and the rights to purchase 54,000 Ordinary Shares upon the completion of an initial business combination, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part or the commencement of sales in this offering pursuant to Rule 5110(e)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities, except as permitted under FINRA Rule 5110(e)(2).

Business Combination Transaction Costs

The Company has engaged several service providers specifically for the potential business combination. Per the agreed terms with Oabay, Oabay will be responsible for the expenses incurred in connection with the business combination. During the six months ended June 30, 2025, $160,939 of business combination related cost has been incurred. This activity has been recorded net in accompanying financial statements. As of June 30, 2025, the receivable from Oabay and accrued to service providers was $360,277.

Finder’s Agreement

On February 8, 2024, the Company entered into an agreement with a consultant to help introduce and identify potential business targets and negotiate terms of potential Business Combination. In connection with this agreement, the Company will be required to pay a finder’s fee for such services, in an aggregate of 600,000 shares of the combined listing entity upon the closing of the Business Combination.

NOTE 7 — SHAREHOLDERS’ EQUITY

Preferred Shares — The Company is authorized to issue 2,000,000 preferred shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2024 and 2023, there were no preferred shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share.

On December 19, 2023, the Sponsors purchased an aggregate of 232,500 private placement units at a price of $10.00 per unit for a total purchase price of $2,325,000 in a private placement.

As of June 30, 2025 and December 31, 2024, there were 1,732,500 ordinary shares issued and outstanding, excluding the 1,733,762 and 6,000,000 ordinary shares subject to possible redemption, which are presented as temporary equity.

Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the business combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

NOTE 8 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Quoted

Significant

Prices in

Other

As of

Active

Observable

Unobservable

June 30,

Markets

Inputs

2025

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in trust account

19,188,028

—

Quoted

Significant

As of

Prices in

Other

December

Active

Observable

Unobservable

31,

Markets

Inputs

2024

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in trust account

39,582,820

—

NOTE 9. SEGMENT INFORMATION

ASC 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, including net income (loss), which is comprised of dividends earned on marketable securities held in trust account and interest from the bank account, offset by general and administrative expenses.

The key measure of segment profit or loss reviewed by the Company’s CODM is net income (loss), which is comprised of dividends earned on marketable securities held in trust account and interest from the bank account, offset by general and administrative expenses. Net income (loss) is reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the required completion window. The CODM also reviews net income (loss) to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and the budget.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on the review, management identified the following subsequent events that require disclosure in the financial statements:

	●	On July 18, 2025, the Company deposited $100,000 into the Company’s trust account to extend the period of time it has to consummate its initial business combination by one month from July 19, 2025 to August 19, 2025. The Extension is the second of up to six extensions permitted under the Second Amended and Restated Articles of Association, as amended, of the Company currently in effect.

	●	In July 2025, as disclosed in Note 1, the $100,000 held in escrow account in June related to June extension was deposited into the trust account.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,” “Bayview,” “our,” “us” or “we” refer to Bayview Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim financial statements and the notes thereto contained elsewhere in this report. As well as the Company’s 2024 Annual Report on Form 10-K as filed with the SEC on April 1, 2025. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated on February 16, 2023, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout the Registration Statement as our initial business combination. We have generated no revenues to date, and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since February 16, 2023 (inception) to December 31, 2024, have been organizational activities and those necessary to prepare for the Initial Public Offering (the “IPO”) described below and identifying a target company and completing the initial Business Combination. Following our IPO, we would not generate any operating revenues until the completion of our initial business combination. We would generate non-operating income in the form of interest income after the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for business combination expenses.

For the three months ended June 30, 2025, we had net income of $114,161, which primarily consisted of interest earned on marketable securities held in trust account and bank interest income of $394,053, offset by formation and operating costs of $279,892.

For the six months ended June 30, 2025, we had net income of $258,075, which primarily consisted of interest earned on marketable securities held in trust account and bank interest income of $808,426, offset by formation and operating costs of $550,351.

For the three months ended June 30, 2024, we had a net income of $592,289, which consists of income earned on investment held in Trust Account of $713,793 offset by loss of $121,504 derived from formation and operating costs.

For the six months ended June 30, 2024, we had a net income of $1,187,666, which consists of income earned on investment held in Trust Account of $1,468,106 offset by loss of $280,440 derived from formation and operating costs.

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior to the completion of the IPO through the capital contribution from our sponsor of $25,100 to purchase the founder shares, and up to $300,000 in loans available from our sponsor under an unsecured promissory note. The promissory note expired after the consummation of the IPO.

On December 19, 2023, we consummated our IPO of 6,000,000 Units, at $10.00 per Unit, generating gross proceeds of $60,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 232,500 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,325,000. Following the closing of the IPO, an amount of $60,000,000 from the net proceeds of the sale of the Units in the IPO and the Private Placement was held in a trust account. The funds held in the trust account may be invested in U.S. government securities with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less amounts released to us for taxes payable and deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest income earned on the amount in the trust account (if any) will be sufficient to pay our taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2025, our cash and cash equivalent balance was $50,675. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $300,000 of such loans may be convertible into working capital units, at a price of $10.00 per unit at the option of the lender. The working capital units would be identical to the Private Placement Units, each consisting of one ordinary share and one right with the same exercise price, exercisability and exercise period, subject to similar limited restrictions as compared to the units sold in the IPO. The terms of such loans by our founders or their affiliates, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account, but in the event that we seek loans from any third parties, we will obtain a waiver against any and all rights to seek access to funds in our trust account.

We expect our primary liquidity requirements during that period to include approximately $200,000 in legal, accounting, due diligence and other fees in connection with the business combination; $100,000 in legal and accounting related to regulatory reporting obligations, $120,000 for office space, administrative and support services, $55,000 in NASDAQ continued listing fees and $100,000 for miscellaneous expenses, including director and officer’s liability insurance, general corporate purposes, liquidation obligations and reserves.

These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of the IPO and the sale of the Private Placement Units held in the trust account will be invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Related Party Transactions

Please refer to Financial Statements Note 5 – Related Parties.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of June 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in the Registration Statement, as we have conducted no operations to date.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever is earlier.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June 30, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of June 30, 2025, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and for our assessment of the effectiveness of internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and our Chief Financial Officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our Chief Executive Officer and Chief Financial Officer, has conducted an assessment regarding the effectiveness of our internal control over financial reporting as of June 30, 2025, based on the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment under the criteria described above, management has concluded that our internal control over financial reporting was not effective as of June 30, 2025, due to the material weakness in our internal control over financial reporting related to the Company’s lack of qualified SEC reporting professional and adequate review and approval of financial statements, including relevant balances and disclosures. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. GAAP. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, result of operations and cash flows for the periods presented. Management intends to continue implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we intend to expand and improve our review process for complex securities and related accounting standards. We have improved this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in (i) our final prospectus for our Initial Public Offering filed with the SEC on December 19, 2023, and (ii) our annual report on Form 10-K filed with the SEC on April 1, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in (i) our final prospectus for our Initial Public Offering filed with the SEC on December 19, 2023 or (ii) our annual report on Form 10-K filed with the SEC on April 1, 2025, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Use of Proceeds

On December 19, 2023, the Company consummated the initial public offering of 6,000,000 Units (the “Units” and, with respect to the Ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $60,000,000.

Simultaneously with the closing of the initial public offering, we consummated the sale of 232,500 Private Placement Units at a price of $10.00 per Unit, generating gross proceeds of $2,325,000.

Transaction costs related to the issuances described above amounted to $4,341,321, consisting of $1,200,000 of cash underwriting fees, $2,100,000 of deferred underwriting fees and $1,041,321 of other offering costs. After deducting the underwriting discounts and commissions and offering expenses, the total net proceeds from the initial public offering and the sale of the Private Placement Units $60,000,000 (or $10.00 per share sold in the initial public offering) was placed in the Trust Account.

Redemptions

On June 17, 2025, the Company held the Extraordinary General Meeting to vote on the 2025 Extension Amendment Proposal and the 2025 Trust Agreement Amendment Proposal. In connection with the vote to approve the 2025 Extension Amendment Proposal and the 2025 Trust Agreement Amendment Proposal, the holders of 1,975,249 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $11.05 per share, for an aggregate redemption amount of approximately $21,826,501.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.		Description
3.1		Amendment to the Second Amended and Restated Articles and Memorandum of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 18, 2025).
10.1		Promissory Note, dated June 20, 2025, by and among Bayview Acquisition Corp, Oabay Inc and AsiaFactor(CN) Co., Ltd (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 25, 2025).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

**These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BAYVIEW ACQUISITION CORP

By:	/s/ Xin Wang
Name:	Xin Wang
Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Quarterly Report has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Position	Date

/s/Xin Wang	Principal Executive Officer and Director	August 14, 2025
Xin Wang	(Principal Executive Officer)

/s/ David Bamper	Principal Financial Officer	August 14, 2025
David Bamper	(Principal Financial Officer and Principal Accounting Officer)

/s/ Yuk Man Lau	Chairman	August 14, 2025
Yuk Man Lau

SEC Form 10-Q filed by Bayview Acquisition Corp