• SPAC (Special Purpose Acquisition Company) Operations: Bayview Acquisition's primary activity is to identify and execute an initial business combination with one or more target businesses.

Bayview Acquisition (BAYA) is a blank check company, also known as a Special Purpose Acquisition Company (SPAC). As described in the background information, it was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The company has generated no revenues to date and does not expect to generate operating revenues until it consummates its initial business combination.

Therefore, Bayview Acquisition (BAYA) currently has no major customers, nor does it sell products or services to other companies or individuals.

Xin Wang, Chief Executive Officer

Xin Wang has served as Venture Partner of Bohai Harvest RST (Shanghai) Equity Investment Management Co., Ltd. since January 2015. She was previously an associate at two international law firms. Ms. Wang has also served as a director of Atomic47 since April 2019. Her background includes experience in the private equity space and in law.

David Bamper, Chief Financial Officer

David Bamper has overseen the accounting operations, financial planning and analysis, and tax functions at Lineup Media Group and Atomic 47 since January 2016. Atomic 47 operates ePlata USA, a digital wallet and online payment platform, while Lineup Media Group owns Ultimate Gaming Championship, an online eSports platform. Before joining Lineup Media Group, Mr. Bamper served as Chief Financial Officer at Simmons Hanly Conroy, a plaintiffs law firm, from April 2003 to August 2015. He is a certified public accountant.

Yuk Man Lau, Chairperson

Yuk Man Lau has served as Partner at Guoxing Capital Co., Ltd since 2016 and as General Manager of Oriental Infinite Culture Communication Co., Ltd from 2006 to 2016. She previously served as a director of Longevity Acquisition Corp from January 2020 to October 2020. Ms. Lau's experience is in the private equity industry.

Wei Lu, Director

Wei Lu is an expert in computer systems engineering and development with over 30 years of experience. He has been the founder and CEO of A&E Systems Consulting since 1999, developing relational database management system applications and providing information technology services. Mr. Lu also served as a partner and managing director of technology for WiFiche Ltd. from 2005 to 2023, and as Vice President of Operations for Goldline Software from 1995 to 1999.

Guohan Li, Director

Guohan Li is an experienced professional in accounting and auditing, with over ten years of experience. He has served as Partner of Shenzhen Yida Certified Public Accountants Co., Ltd. and Shenzhen Yida Shanhe Certified Public Tax Agent Co. Ltd. since 2011. From 2004 to 2011, Mr. Li served as a Senior Manager of Shenzhen Zhengda Huaming Accounting Firm. He is a CICPA charter holder.

1. Legal, regulatory, and operational risks due to extensive ties to the People's Republic of China (PRC). Bayview Acquisition's connections to the PRC present significant challenges, including the potential for Chinese regulatory authority to materially hinder or prevent securities offerings, alter operations, or cause securities value to decline. These ties also make the company a less attractive partner to potential target companies outside the PRC, limiting its pool of acquisition candidates. If Bayview Acquisition were to acquire a China-based target, the combined entity would face substantial and uncertain legal and operational risks, such as unpredictable Chinese government intervention, cybersecurity and data privacy issues, anti-monopoly regulatory actions, and a lack of PCAOB inspection of its auditors. Conversely, a proposed business combination with a U.S. target company might be subject to review or prohibition by U.S. government entities, such as the Committee on Foreign Investment in the United States (CFIUS).
2. Risk of delisting from Nasdaq. Bayview Acquisition has received multiple notices from Nasdaq citing non-compliance with continued listing requirements, including minimum market value thresholds and the requirement to hold an annual shareholder meeting. The company has been threatened with delisting from the Nasdaq Global Market, which would significantly impact trading liquidity and share value. While an appeal is planned, failure to successfully resolve these compliance issues could lead to the suspension of trading and eventual delisting of its securities.
3. Risk of being unable to consummate an initial business combination and subsequent liquidation. As a blank check company, Bayview Acquisition's sole purpose is to complete a merger, share exchange, asset acquisition, or similar business combination. The difficulties posed by its ties to the PRC, along with extensive shareholder redemptions that have significantly reduced available cash in its trust account, make it challenging to find and successfully negotiate a suitable transaction. The company has repeatedly extended its deadline to complete a business combination, and failure to do so within the specified timeframe would result in liquidation, where public shareholders may receive approximately their trust value or less, and their rights would expire worthless.

The increasing regulatory and geopolitical friction surrounding cross-border transactions involving China-linked entities poses a clear emerging threat to Bayview Acquisition. This environment introduces significant hurdles for BAYA in both acquiring a U.S. target, which may face review or prohibition by U.S. government entities like CFIUS, and acquiring a China-based target, which could be subject to unpredictable and stringent regulatory actions by the PRC government, impacting everything from approvals to data privacy and PCAOB inspections. This dynamic directly threatens BAYA's ability to successfully identify and consummate an initial business combination, thereby undermining its core purpose as a SPAC.

For Bayview Acquisition (BAYA), as a blank check company, the drivers of future revenue growth over the next 2-3 years are intrinsically tied to the successful completion of its initial business combination and the subsequent performance of the acquired entity. Given its current status of generating no revenues, the following are the expected drivers:

1. Successful Completion of an Initial Business Combination: The most fundamental driver for Bayview Acquisition's future revenue growth is its ability to successfully identify, negotiate, and consummate an initial business combination with one or more operating businesses within its specified timeframe. Without this pivotal step, the company will not generate operating revenues.
2. Growth in the Acquired Target Company's Core Operations: Following a business combination, the primary driver of revenue growth will be the organic expansion of the acquired company's existing products, services, and customer base. This includes increasing market share within its current operational footprint.
3. Expansion into New Markets or Geographies by the Acquired Company: Post-acquisition, revenue growth will be driven by the combined entity's ability to strategically expand the acquired business's offerings into new geographic regions or untapped market segments, leveraging its existing capabilities.
4. Introduction of New Products or Services by the Acquired Company: Future revenue growth will also be fueled by the acquired company's innovation and its ability to develop and successfully launch new products or services that resonate with market demand and expand its addressable market.
5. Implementation of Value Creation Initiatives by Bayview Acquisition's Management: Bayview Acquisition's management team aims to identify and implement value creation initiatives post-combination. These initiatives, such as operational efficiencies, strategic partnerships, or enhanced sales and marketing efforts applied to the acquired business, are expected to contribute to accelerated revenue growth.

Share Repurchases

• Bayview Acquisition has a 3-Year Share Buyback Ratio of 0.00% as of September 2025, indicating no share repurchases.

Share Issuance

• Bayview Acquisition completed an Initial Public Offering (IPO) on December 15, 2023, raising $60 million by offering 6 million units at $10.00 per unit.
• The company consummated a private sale of 232,500 units to its sponsors for $2,325,000 simultaneously with the closing of the IPO.
• Three extension votes led to substantial redemptions, removing approximately $54,086,531 from the trust account.

Inbound Investments

• The sponsors, Bayview Holding LP and Peace Investment Holdings Limited, acquired an aggregate of 1,437,500 ordinary shares on February 23, 2023.
• An unsecured promissory note for $300,000 was issued to Oabay Inc. and AsiaFactor(CN) Co., Ltd on December 12, 2025, for an extension.
• The company deposited $50,000 into its trust account on December 19, 2025, to extend the period for its initial business combination by one month.

Outbound Investments

• Bayview Acquisition announced the execution of a merger agreement with Oabay Inc. on June 7, 2024, to effect a business combination with an implied initial enterprise value of approximately US$393 million.