Bayview Acquisition Corp.

Company in brief

• Type: SPAC (Special Purpose Acquisition Company), formed February 16, 2023 (Cayman Islands exempted company)
• Purpose: effect a merger or other business combination with one or more target businesses (“Business Combination”)
• Focus: open to targets in any industry with primary emphasis on opportunities in Asia
• Operational status: no operating revenues to date; has not completed a Business Combination

Fundraising and use of funds

• IPO (December 19, 2023): issued 6,000,000 units at $10.00 per unit — gross proceeds $60,000,000
  • Each Unit consists of one Ordinary Share and one Right (each Right entitles the holder to 0.1 of an Ordinary Share)
• Private placement (simultaneous with IPO): 232,500 Private Placement Units at $10.00 per unit — gross proceeds $2,325,000
• Related equity instrument: option to purchase up to 9% of the public Units (the “UPO”) sold to Chardan for $100; exercisable up to five years after the IPO at $11.50 per unit
• Trust account: $60,000,000 (public offering proceeds) deposited in a U.S.-based trust; trustee is Equiniti Trust Company, LLC
• Use of funds:
  • Trust funds are generally held until completion of a Business Combination or specified redemption events
  • Approximately $370,988 used to pay fees and expenses in connection with closing the IPO (including underwriting commissions of $1,200,000)
  • Approximately $566,582 available for working capital outside the trust after the IPO
• Post-IPO financing and liquidity arrangements:
  • Founders’ shares and Private Placement Units may be redeemed or converted under certain conditions to provide liquidity
  • Sponsor may deposit funds to extend the deadline for completing a Business Combination

Founders, shareholders, and ownership

• Sponsors: Bayview Holding LP and Peace Investment Holdings Limited
• Founders’ shares:
  • Originally 1,437,500 ordinary shares (subject to forfeiture if over-allotment not exercised)
  • After December 14, 2023: total Founders’ Shares were 1,725,000 (Bayview Holding LP: 569,250; Peace Investment Holdings Limited: 1,155,750)
• Founders’ economics: founders contributed aggregate of approximately $25,100 for Founder Shares (nominal prices)
• Founders’ commitments: agreed to vote in favor of a proposed Business Combination and not to redeem their Founder Shares or private shares in connection with a shareholder vote

Management and employees

• Executive officers: Xin Wang and David Bamper
• Employee status: no full-time employees prior to a completed Business Combination; the two executive officers will devote time as required by the process stage

Corporate details

• Fiscal year-end: December 31
• Headquarters: 420 Lexington Ave, Suite 2446, New York, NY 10170
• Office costs: approximately $10,000 per month for office space, utilities, and administrative services (via TenX Global Capital LP)
• Reporting: public company with ongoing SEC reporting obligations (Form 10-K, periodic reports)

Business and acquisition strategy

• Approach: the management team will use its experience to identify and evaluate potential targets, with an emphasis on Asia
• Target criteria (illustrative, non-exhaustive):
  • strong management teams
  • revenue and earnings growth potential
  • potential for strong free cash flow
  • ability to benefit from being public and access capital markets
• Flexibility: targets outside Asia or in other industries may be considered if justified; the company will disclose material deviations from stated criteria
• Current status: management is actively monitoring opportunities and has not entered into substantive discussions with a specific target

Recent corporate actions and milestones

• Merger framework: agreement (as of June 7, 2024, and amendments) with Oabay Holding Company and affiliates to pursue a multi-step Business Combination (first into Merger Sub 1, then Merger Sub 2, followed by an Acquisition Merger into Oabay)
• Shareholder approvals and deadline extensions:
  • September 16, 2024: extended deadline to June 19, 2025, with up to nine one-month extensions; cash extension deposits $125,000 per extension
  • June 17, 2025: extended to December 19, 2025; redemptions of 1,975,249 shares
  • December 12, 2025: extended to June 19, 2026; redemptions of 727,970 shares
• Nasdaq notices and appeal: received multiple delisting notices in 2025–2026 related to market value of listed securities, publicly held shares, and annual meetings; appeal hearing scheduled for March 31, 2026
• Financial condition update: as of December 31, 2025, reported working capital deficit of $3,414,653; the company is evaluating financing and liquidity options to complete a Business Combination

Financial position and operating results (selected items)

• Revenues: no operating revenues to date; the company will earn interest income from the IPO proceeds while funds remain in trust
• Going concern: the Form 10-K notes substantial doubt about the company’s ability to continue as a going concern due to lack of operating revenue and negative working capital
• Liquidity and capital resources:
  • Working capital deficit: $3,414,653 as of December 31, 2025
  • Trust funds: $60 million in the trust account; funds outside the trust are limited and subject to extension agreements
• Customers and revenue-generating activities: none to date; revenue is expected only after a successful Business Combination

Current snapshot

• Customers: none
• Employees: two executive officers; no full-time employees prior to a completed Business Combination
• Funding: primary reliance on trust funds and potential sponsor extensions to cover the search and potential closing costs
• Transaction focus: pursuing a Business Combination with an emphasis on Asia; a multi-step merger framework with an Asia-focused target (Oabay) is under negotiation, with plans to seek transaction financing

Risks and caveats

• The company is a blank-check SPAC with no prior operating history and no finalized target
• Completion of a Business Combination is not guaranteed and is subject to regulatory, financing, and market risks, including potential delisting by Nasdaq and the ability to raise additional funds
• Any future target will require regulatory approvals and the ability to meet listing and financing requirements