ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	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, 2026, the Company had not commenced any operations. All activities for the period from February 16, 2023 (inception) through June 30, 2026 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, 2026, 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. On May 14, 2025, the parties to the Merger Agreement entered into the Second Amendment to the Agreement and Plan of Merger pursuant to which the parties agreed to realign the sequence of the transactions contemplated by the Merger Agreement so that such sequence is as follows: (i) Merger Sub 3 will merge with and into Oabay Inc. (“Oabay”), with Oabay being the surviving entity and becoming a wholly owned subsidiary of PubCo (the “Acquisition Merger”), and (ii) immediately following the Acquisition Merger, Merger Sub 1 will merge with and into SPAC, with SPAC being the surviving entity (the “First SPAC Merger” and together with the Acquisition Merger, the “Mergers”), each Merger to occur upon the terms and subject to the conditions set forth in the Second Amendment and in accordance with the applicable provisions of the Companies Act (As Revised) of the Cayman Islands. On January 21, 2026, the parties to the Merger Agreement entered into the Third Amendment to the Agreement and Plan of Merger, which extended the Outside Closing Date (as defined in the Merger Agreement) to June 15, 2026. On May 19, 2026, the parties to the Merger Agreement entered into the Fourth Amendment to the Agreement and Plan of Merger, which extended the Outside Closing Date to December 19, 2026. *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. On December 12, 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 December 19, 2025 up to six times to June 19, 2026, with all six extensions comprised of one month each (the “December 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 allow the Company to extend the Termination Date up to six times from the Termination Date to June 19, 2026 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 $50,000 per extension until June 19, 2026 (the “December 2025 Trust Agreement Amendment Proposal”). In connection with the vote to approve the December 2025 Extension Amendment Proposal and the December 2025 Trust Agreement Amendment Proposal at the Extraordinary General Meeting on December 12, 2025, the holders of 727,970 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $11.62 per share, for an aggregate redemption amount of approximately $8,456,654. In May 2026, 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, 2026 up to six times to December 19, 2026, with all six extensions comprised of one month each (the “2026 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 allow the Company to extend the Termination Date up to six times from the Termination Date to December 19, 2026 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 $50,000 per extension until December 19, 2026 (the “2026 Trust Agreement Amendment Proposal”). In connection with the vote to approve the 2026 Extension Amendment Proposal and the 2026 Trust Agreement Amendment Proposal, the holders of 124,156 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $12.11 per share, for an aggregate redemption amount of approximately $1,503,643. From September 2024 through June 2026, the Company issued 12 promissory notes to Oabay to cover the expense in connection with the extension of the Business Combination, for an aggregate principal amount of $2,325,000. Through June 30, 2026, an aggregate of $2,075,000 funded by Oabay pursuant to promissory note arrangements was deposited into the trust account. *Going Concern Consideration* As of June 30, 2026, the Company had cash of $50,543 and a working capital deficit of $4,663,710. 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 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.

ORGANIZATION AND BUSINESS OPERATIONS

6 Months Ended

Jun. 30, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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, 2026, the Company had not commenced any operations. All activities for the period from February 16, 2023 (inception) through June 30, 2026 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, 2026, 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.

On May 14, 2025, the parties to the Merger Agreement entered into the Second Amendment to the Agreement and Plan of Merger pursuant to which the parties agreed to realign the sequence of the transactions contemplated by the Merger Agreement so that such sequence is as follows: (i) Merger Sub 3 will merge with and into Oabay Inc. (“Oabay”), with Oabay being the surviving entity and becoming a wholly owned subsidiary of PubCo (the “Acquisition Merger”), and (ii) immediately following the Acquisition Merger, Merger Sub 1 will merge with and into SPAC, with SPAC being the surviving entity (the “First SPAC Merger” and together with the Acquisition Merger, the “Mergers”), each Merger to occur upon the terms and subject to the conditions set forth in the Second Amendment and in accordance with the applicable provisions of the Companies Act (As Revised) of the Cayman Islands.

On January 21, 2026, the parties to the Merger Agreement entered into the Third Amendment to the Agreement and Plan of Merger, which extended the Outside Closing Date (as defined in the Merger Agreement) to June 15, 2026.

On May 19, 2026, the parties to the Merger Agreement entered into the Fourth Amendment to the Agreement and Plan of Merger, which extended the Outside Closing Date to December 19, 2026.

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.

On December 12, 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 December 19, 2025 up to six times to June 19, 2026, with all six extensions comprised of one month each (the “December 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 allow the Company to extend the Termination Date up to six times from the Termination Date to June 19, 2026 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 $50,000 per extension until June 19, 2026 (the “December 2025 Trust Agreement Amendment Proposal”).

In connection with the vote to approve the December 2025 Extension Amendment Proposal and the December 2025 Trust Agreement Amendment Proposal at the Extraordinary General Meeting on December 12, 2025, the holders of 727,970 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $11.62 per share, for an aggregate redemption amount of approximately $8,456,654.

In May 2026, 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, 2026 up to six times to December 19, 2026, with all six extensions comprised of one month each (the “2026 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 allow the Company to extend the Termination Date up to six times from the Termination Date to December 19, 2026 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 $50,000 per extension until December 19, 2026 (the “2026 Trust Agreement Amendment Proposal”).

In connection with the vote to approve the 2026 Extension Amendment Proposal and the 2026 Trust Agreement Amendment Proposal, the holders of 124,156 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $12.11 per share, for an aggregate redemption amount of approximately $1,503,643.

From September 2024 through June 2026, the Company issued 12 promissory notes to Oabay to cover the expense in connection with the extension of the Business Combination, for an aggregate principal amount of $2,325,000. Through June 30, 2026, an aggregate of $2,075,000 funded by Oabay pursuant to promissory note arrangements was deposited into the trust account.

Going Concern Consideration

As of June 30, 2026, the Company had cash of $50,543 and a working capital deficit of $4,663,710. 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 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.