Bayview Acquisition Corp Commitments Disclosure

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 did not exercise their over-allotment option 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 December 31, 2025 and 2024.

 

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. For the years ended December 31, 2025 and 2024, $582,502 and $311,200 of business combination related costs have been incurred for these services, and $501,121 and $311,200 was reimbursed by Oabay. This activity has been recorded net in accompanying financial statements. As of December 31, 2025 and 2024, the receivable from Oabay and accrued to service providers was zero.

 

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.

 

Risk and Uncertainties

 

As of December 31, 2025 and 2024, we did not have any commitments or contractual obligations.

 

The net proceeds of the IPO and the sale of the Private Placement Units held in the trust account will be invested 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.