Cambridge, MA, May 06, 2025 (GLOBE NEWSWIRE) -- WinVest Acquisition Corp. (OTC: WINV, the “Company”) announced today that its upcoming special meeting of stockholders (the “Special Meeting”), which was initially scheduled for 11:00 a.m., Eastern Time, on May 15, 2025, has been postponed to 11:00 a.m., Eastern Time, on May 30, 2025. There is no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Special Meeting. At the Special Meeting, stockholders will be ask ...

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on September 17, 2021, selling 10,000,000 units at $10.00 per unit, generating gross proceeds of $100,000,000[21]. - An additional 1,500,000 units were sold through an over-allotment option, generating gross proceeds of $15,000,000[23]. - The total net proceeds from the IPO and private placements amounted to $116,150,000, which were placed in the Trust Account[24]. - Following the redemption of shares, approximately $116.2 million was redeemed, leaving about $3.1 million in the Trust Account as of December 31, 2024[26]. Business Combination Plans - The company intends to consummate its Initial Business Combination with Xtribe P.L.C., a public limited company registered in England and Wales[26]. - The proposed business combination involves WinVest acquiring 100% of the equity interests or assets of Xtribe, with the transaction structured to ensure WinVest BVI becomes the surviving entity[41]. - The business combination is subject to customary closing conditions, including stockholder approval from both WinVest and Xtribe[41]. - The fair market value of the target business must equal at least 80% of the funds in the Trust Account at the time of the definitive agreement execution[42]. Acquisition Strategy and Due Diligence - The management team aims to pursue acquisition opportunities across various industries, not limited to financial services, leveraging their experience in operating successful companies[29]. - The company has not established specific attributes or criteria for prospective target businesses, allowing for flexibility in identifying acquisition candidates[35]. - The management will conduct extensive due diligence on prospective target businesses, including financial reviews and management meetings[39]. - The company may seek to effect simultaneous business combinations with more than one target business, although limited resources may restrict this ability[32]. Redemption and Stockholder Rights - Public stockholders will have the option to convert their shares into their pro rata share of the Trust Account during the approval meeting for the business combination[50]. - Insiders and advisory board members have agreed not to convert their shares, which may influence the outcome of the stockholder vote[48]. - If the business combination is not approved, public stockholders who exercised their conversion rights will not be entitled to convert their shares for the pro rata share of the Trust Account[57]. - The company may require public stockholders to deliver their shares to the transfer agent to exercise conversion rights, which could limit the time available for stockholders to make decisions[54]. Extensions and Financial Obligations - The company extended the Termination Date for its Initial Business Combination from December 17, 2023, to January 17, 2024, allowing for up to five additional one-month extensions until June 17, 2024, with a deposit of $55,000 for each extension[64]. - A total of $750,000 was loaned to the company by its Sponsor through the First Extension Note, which matures upon the closing of the Initial Business Combination or liquidation[59]. - The company issued a Second Extension Note for $390,000, which also matures upon the closing of the Initial Business Combination or liquidation[62]. - The company has drawn down a total of $1,740,000 under the Extension Notes to extend the Termination Date to March 17, 2025[74]. Risks and Challenges - The lack of business diversification may pose risks, as the company's success could depend entirely on the performance of a single business after the initial business combination[44]. - The management team of the target business will be scrutinized, but there is no guarantee they will possess the necessary skills to manage a public company[45]. - The company may face intense competition from other entities with similar business objectives, which could limit its ability to acquire larger target businesses[92]. - The company may not consummate any other business combination prior to its Initial Business Combination, limiting its operational flexibility[91]. Compliance and Regulatory Issues - The company failed to hold an annual meeting of stockholders within twelve months of the fiscal year ended December 31, 2023, resulting in non-compliance with Nasdaq Listing Rule 5620(a)[130]. - The company is in violation of Nasdaq IM-5101-2 for not completing its Initial Business Combination by the Nasdaq Deadline of September 14, 2024[143]. - The SEC adopted final rules on January 24, 2024, which may increase costs and time needed to complete an Initial Business Combination[135]. - The company may face significant material adverse consequences if its securities are delisted from Nasdaq[145]. Financial Health and Going Concern - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a going concern if the Initial Business Combination is not completed by the deadline[103]. - The company may need to borrow additional funds if the available funds outside the Trust Account are insufficient to cover operational expenses[107]. - If third parties bring claims against the company, the proceeds in the Trust Account could be reduced, potentially lowering the per-share redemption price for stockholders[108]. - The Trust Account may yield negative interest rates, potentially reducing the per-share redemption amount below $10.10[112]. Insider Ownership and Influence - Approximately 91.7% of the company's issued and outstanding shares of Common Stock are beneficially owned by insiders, officers, directors, and advisory board members, giving them significant influence over stockholder votes[163]. - The Sponsor purchased 2,875,000 founder shares for an aggregate price of $25,000, representing approximately 20% of the outstanding shares after the Initial Public Offering[183]. - Insiders have waived their right to convert their founder shares in connection with a business combination, which may create a conflict of interest[181]. - The company may engage in privately negotiated transactions to purchase shares from stockholders to influence votes in favor of a proposed business combination[164]. Market Conditions and Economic Factors - Changes in market conditions and economic instability may adversely affect the company's business strategy and financial performance[162]. - The number of special purpose acquisition companies has increased, making attractive targets scarcer and potentially raising costs for business combinations[127]. - Market conditions for initial public offerings may impact the availability of attractive target businesses for the company[128]. - If too many public stockholders exercise redemption rights, the company may not meet closing conditions for a business combination[123].

Financial Performance - As of September 30, 2024, the company reported a net loss of $1,430,395, an increase from a net loss of $966,681 for the same period in 2023, primarily due to higher legal and professional fees [146]. - The company had a working capital deficit of $4,928,551 as of September 30, 2024, compared to a deficit of $2,717,064 as of December 31, 2023 [147]. - The company generated gross proceeds of $100,000,000 from its Initial Public Offering of 10,000,000 units at an offering price of $10.00 per unit [149]. - A total of $116,150,000 of the net proceeds from the Initial Public Offering and related sales were deposited in the Trust Account as of September 27, 2021 [154]. - The company has no long-term debt or significant liabilities, except for a monthly fee of $10,000 to the Sponsor for administrative support [171]. Business Operations - As of September 30, 2024, the company had not commenced core operations and generated non-operating income from interest and dividend income from the Initial Public Offering proceeds [126]. - The company entered into a Business Combination Agreement with Xtribe on May 9, 2024, and amended it on September 16, 2024 [139]. - The company has until December 17, 2024, to consummate its Initial Business Combination, which is 39 months from the closing of its Initial Public Offering [166]. - The company intends to use approximately $5.8 million held in the Trust Account to complete its Initial Business Combination [165]. Promissory Notes and Extensions - The company raised approximately $750,000 through a promissory note to extend the Termination Date from December 17, 2022, to January 17, 2023, with a redemption amount of approximately $98.0 million from 9,606,887 Public Shares [129][130]. - The company extended the Termination Date from June 17, 2023, to July 17, 2023, and issued a promissory note of $390,000, with an aggregate redemption amount of $6,721,795 from 627,684 Public Shares [132][133][134]. - On November 30, 2023, the company extended the Termination Date to January 17, 2024, and issued a promissory note of $330,000, with an aggregate redemption amount of approximately $1,322,518 from 122,306 Public Shares [135][136][137]. - The company extended the Termination Date from June 17, 2024, to July 17, 2024, and issued a promissory note of $180,000, with an aggregate redemption amount of approximately $7,367,204 from 650,790 Public Shares [140][141][142]. - The company issued a total of $1,000,000 in unsecured promissory notes to the Sponsor, with $709,200 drawn down as of September 30, 2024 [159]. - In connection with the November 2023 Extension Amendment, the company issued a Third Extension Note for $330,000, with the balance remaining as of September 30, 2024 [160]. - The company plans to seek stockholder approval to extend the Termination Date from December 17, 2024, to January 17, 2025, with a deposit of $30,000 into the Trust Account [167]. Compliance and Regulatory Issues - The company is in violation of Nasdaq Listing Rules IM-5101-2 due to failure to complete an Initial Business Combination by the September 14, 2024 deadline [189]. - The company has requested a hearing from Nasdaq regarding its delisting status, with no assurance of a favorable outcome [189]. - The company may face significant adverse consequences if delisted from Nasdaq, including decreased security prices and loss of market interest [189]. Internal Controls and Accounting - The company has determined that its disclosure controls and procedures were not effective due to material weaknesses in internal controls over financial reporting [178]. - The Company identified material weaknesses in its internal control over financial reporting, which may adversely affect investor confidence and business results [194]. - A material weakness was identified related to incorrectly filing income taxes in Delaware, leading to an amended return [195]. - Portions of the funds from the Trust Account were inadvertently used for general operating expenses without appropriate review and approval [196]. - In 2023, the Company withdrew $898,940 of interest and dividend income from its Trust Account, which was restricted for tax liabilities [196]. - During the period ended March 31, 2024, the Company withdrew an additional $40,050 from the Trust Account and received a tax refund of $104,305 [196]. - The company is evaluating the impact of new accounting standards, including ASU 2022-03 and ASU 2023-09, but does not expect early adoption [175][176]. Tax and Financial Implications - The company may be subject to a 1% excise tax on stock repurchases under the Inflation Reduction Act, which could affect the value of securities and available cash for redemptions [185][187]. - Deferred underwriting discounts and commissions of $4,025,000, representing 3.5% of the gross proceeds from the Initial Public Offering, will be payable upon the Initial Business Combination [172]. Liquidation and Trust Account - As of September 30, 2024, the company has approximately $290,800 available under the October 2023 Promissory Note and up to $100,000 of interest income from the Trust Account for liquidation costs [168].

Financial Performance - For the six months ended June 30, 2024, the company reported a net loss of $546,653, a decrease from a net loss of $863,043 for the same period in 2023, indicating improved financial performance [127]. - Operating expenses for the same period were $778,261, down from $1,219,426 in 2023, primarily due to reduced legal and professional fees [127]. - As of June 30, 2024, the company had a working capital deficit of $3,881,069, compared to a deficit of $2,717,064 as of December 31, 2023, highlighting ongoing liquidity challenges [128]. - The company had cash held in the Trust Account of approximately $5.6 million as of June 30, 2024, which is intended to be used for completing an Initial Business Combination [139]. - The company has no long-term debt or significant liabilities other than a monthly fee of $10,000 to the Sponsor for administrative support [144]. Business Operations - As of June 30, 2024, the company had not commenced core operations and generated non-operating income from interest and dividend income from the Initial Public Offering proceeds [107]. - The company entered into a Business Combination Agreement with Xtribe PLC on May 9, 2024 [120]. - The company has until August 17, 2024, to consummate its Initial Business Combination, with plans to extend this period by depositing $30,000 monthly into the Trust Account [141]. Shareholder Actions - A total of approximately $98.0 million was redeemed by holders of 9,606,887 Public Shares at a redemption price of approximately $10.20 per share [112]. - Holders of 650,790 Public Shares redeemed their shares for approximately $7,367,204 at a redemption price of approximately $11.32 per share [122]. - Approximately 9,606,887 shares were redeemed at a price of $10.20 per share, totaling around $98.0 million, reflecting shareholder actions in response to extension amendments [135]. Financing Activities - The company raised approximately $750,000 through an unsecured promissory note to extend the Termination Date from December 17, 2022, to January 17, 2023 [111]. - The company issued a second unsecured promissory note for $390,000 to extend the Termination Date from June 17, 2023, to July 17, 2023 [114]. - The total drawdowns under the Extension Notes amounted to $1,530,000, which were deposited into the Trust Account [125]. - As of June 30, 2024, the company had outstanding unsecured promissory notes totaling $1,000,000, with $478,700 drawn down under the October 2023 Promissory Note [136]. Accounting and Regulatory Matters - The company does not expect to early adopt ASU 2022-03, which clarifies fair value measurement for equity securities, effective for fiscal years beginning after December 15, 2023 [148]. - ASU 2023-09 requires disaggregated information about effective tax rate reconciliation and income taxes paid, effective for public entities with annual periods beginning after December 15, 2024 [149]. - The company is currently evaluating the impact of adopting ASU 2022-03 and ASU 2023-09 on its balance sheets, results of operations, and cash flows [148][149]. - The company does not believe that any other recently issued accounting pronouncements would have a material effect on its financial statements [149]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [151]. Trust Account and Fees - Following the June 2023 Extension Meeting, approximately $13,551,331 remained in the Trust Account after redemptions [116]. - Deferred underwriting discounts of $4,025,000 will be payable upon the consummation of the Initial Business Combination, which will be held in the Trust Account until then [145]. - The company approved an amendment to extend the Termination Date from June 17, 2024, to July 17, 2024, with a deposit of $30,000 for each extension [121].

Company Overview - WinVest Acquisition Corp. is a special purpose acquisition company (SPAC) formed to effectuate mergers, share exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations with one or more businesses [4]. Business Combination Extension - The Board of Directors of WinVest Acquisition Corp. has approved an extension of the time available to consummate an initial business combination by one month, moving the deadline from July 17, 2024, to August 17, 2024 [1]. - The extension aims to provide additional time for the Company to complete its initial business combination [1]. Financial Details - In connection with the extension, the Company will deposit $30,000 into the trust account, which represents approximately $0.061 per unredeemed share of common stock issued during the initial public offering [3]. - This deposit is part of a second drawdown upon an unsecured non-interest-bearing promissory note totaling $180,000 issued by the Company to WinVest SPAC LLC, the Sponsor, on June 12, 2024 [3].

Core Points - WinVest Acquisition Corp. has extended the deadline for completing its initial business combination from July 17, 2024, to August 17, 2024, to allow more time for the transaction [5] - The company will deposit $30,000 into its trust account as part of this extension, which represents approximately $0.061 per unredeemed share of common stock from its initial public offering [1] - The extension is facilitated through a second drawdown on a non-interest-bearing promissory note totaling $180,000 issued to WinVest SPAC LLC [1] Company Overview - WinVest Acquisition Corp. is a special purpose acquisition company (SPAC) created to engage in mergers, share exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations with one or more businesses [3]

Financial Operations - As of March 31, 2024, the company had not commenced core operations and generated non-operating income solely from interest income derived from the Initial Public Offering[125] - The company will not generate any operating revenues until after the completion of the Initial Business Combination[125] - The company has not commenced any operations and will not generate operating revenues until after the completion of the Initial Business Combination[158] Fundraising and Financial Position - The company raised approximately $98.0 million through the redemption of 9,606,887 Public Shares at a redemption price of approximately $10.20 per share[129] - Following the June 2023 Extension Meeting, the company had $13,551,331 left in the Trust Account after redemptions of 627,684 Public Shares at approximately $10.71 per share[132] - The company had cash held in the Trust Account of approximately $12.7 million as of March 31, 2024, which is intended to be used for completing the Initial Business Combination[157] - The company has a total of $921,500 available under the October 2023 Promissory Note as of March 31, 2024, to cover liquidation costs if necessary[160] Expenses and Losses - For the three months ended March 31, 2024, the net loss was $106,446, a decrease from a net loss of $404,527 for the same period in 2023, representing a reduction of approximately 73.7%[140] - Operating expenses for the three months ended March 31, 2024, were $225,101, down from $569,578 in the same period of 2023, indicating a decrease of about 60.5%[140] - As of March 31, 2024, the company had $50,121 in its operating bank account and a working capital deficit of $3,085,779, compared to $37,946 and a deficit of $2,717,064 as of December 31, 2023[141] Debt and Obligations - The company issued an unsecured promissory note of $750,000 to extend the Termination Date, with the balance remaining as of March 31, 2024 being $750,000[128] - The company issued a promissory note of $330,000 in connection with the November 2023 Extension Amendment, with a balance of $220,000 as of March 31, 2024[134] - The company has drawn down $1,470,000 under the Extension Notes to extend the Termination Date from December 17, 2022 to June 17, 2024[136] - As of March 31, 2024, the company had no long-term debt or capital lease obligations, only incurring a monthly fee of $10,000 to the Sponsor for administrative support[163] Future Plans and Concerns - The company approved an amendment to extend the Termination Date to January 17, 2024, with the option for further monthly extensions until June 17, 2024[133] - The company plans to extend the Termination Date from June 17, 2024, to July 17, 2024, with a proposed deposit of $30,000 into the Trust Account[159] - There is substantial doubt about the company's ability to continue as a going concern due to insufficient liquidity and the mandatory liquidation date within one year[161] Regulatory and Accounting Standards - ASU 2022-03 clarifies that contractual restrictions on the sale of equity securities are not part of the unit of account for fair value measurement, effective for fiscal years beginning after December 15, 2023[168] - ASU 2023-09 requires disaggregated information about effective tax rate reconciliation and income taxes paid, effective for public entities with annual periods beginning after December 15, 2024[169] - The company does not expect to early adopt ASU 2022-03 or ASU 2023-09 and is currently evaluating their impact on balance sheets, results of operations, and cash flows[170] - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[171] Business Combination - The company entered into a Business Combination Agreement with Xtribe PLC on May 9, 2024, which was approved by both boards of directors[138] Financial Stability - There has been no significant change in the company's financial or trading position since the date of the last audited financial statements[139]

IPO and Financing - The company completed its Initial Public Offering (IPO) of 10,000,000 units at a price of $10.00 per unit, generating gross proceeds of $100,000,000[25]. - A private sale of 10,000,000 warrants was completed at a price of $0.50 per warrant, generating gross proceeds of $5,000,000[20]. - The company intends to utilize cash from the IPO and private placements for its Initial Business Combination, with no specific designation for the proceeds[43]. - The company may issue a significant amount of debt or equity securities to finance the acquisition of the target business[54]. - The company has not required its Sponsor to retain assets for indemnification obligations, which may affect the ability to satisfy claims[98]. - The funds available outside the Trust Account may not be sufficient to cover operational expenses until the Initial Business Combination is completed[128]. - If the net proceeds from the Initial Public Offering are insufficient, the company may need to seek additional financing, which may not be available on acceptable terms, complicating the completion of business combinations[173]. Business Combination Strategy - The company is focusing on businesses with attractive customer and financial metrics, including a clear path to profitability[39]. - The company may pursue acquisition opportunities across various industries, not limited to financial services[32]. - The company has identified a flexible approach to target businesses, with no established specific attributes or criteria for prospective candidates[44]. - The company anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business[54]. - The fair market value of the target business must equal at least 80% of the value of the Trust Account at the time of executing a definitive agreement for the Initial Business Combination[60]. - The company has virtually unrestricted flexibility in identifying and selecting a prospective target business[46]. - There is no established specific criteria for evaluating prospective target businesses, which may include financial instability or early-stage development[48]. - The company may seek to combine with Trefis concurrent with its Initial Business Combination, but there is no assurance that this will occur or the terms thereof[145]. Target Business and Market Conditions - Trefis, the target for potential business combination, utilizes proprietary technology to produce over 10,000 analyses and insights monthly, aiming to operate with the effectiveness of over one million analysts[34]. - The company has not entered into any definitive agreement with Trefis, and the completion of a merger with Trefis is uncertain[37]. - Trefis's majority revenue is derived from a small number of customers, making it vulnerable to revenue decline if spending decreases[151]. - Trefis has not been profitable since its inception, and there is no guarantee it will achieve profitability in the future[152]. - The company may not be able to locate a suitable target business, which could force liquidation and limit stockholders to their pro rata share of the Trust Account[143]. - As the number of special purpose acquisition companies increases, attractive targets may become scarcer, potentially raising costs or hindering the ability to find suitable targets[168]. - The number of special purpose acquisition companies (SPACs) has increased significantly, leading to heightened competition for attractive target companies, which may demand better financial terms[169]. Redemption and Trust Account - Following the redemption of 10,356,877 shares, approximately $106.0 million was redeemed, leaving 1,143,123 shares outstanding and $12.5 million in the Trust Account as of December 31, 2023[22]. - Public stockholders may convert their shares into their pro rata share of the Trust Account at any meeting called to approve an Initial Business Combination[68]. - Insiders and advisory board members have agreed not to convert any Public Stock held by them into their pro rata share of the Trust Account[68]. - The Trust Account may be subject to claims from creditors, potentially reducing the per-share distribution to public stockholders below $10.10[98]. - The company has instructed the trustee to liquidate securities in the Trust Account to hold funds in cash, which may reduce the amount available for public stockholders upon redemption or liquidation[188]. Regulatory and Compliance Issues - The company is classified as an emerging growth company and may remain so for up to five years unless certain financial thresholds are exceeded[114]. - The company is required to comply with the Sarbanes-Oxley Act, which may increase time and costs necessary to complete any Initial Business Combination[113]. - The company may face regulatory scrutiny and penalties if it fails to maintain adequate internal controls as required by the Sarbanes-Oxley Act, which could impact the completion of Initial Business Combinations[195]. - The SEC's new SPAC Final Rules, effective July 1, 2024, may increase costs and time required to complete Initial Business Combinations, potentially constraining the circumstances under which such combinations can occur[180]. - The company is subject to reduced disclosure obligations as a smaller reporting company, which may affect the attractiveness of its securities to investors[204]. Timeline and Deadlines - The company extended the Termination Date for the Initial Business Combination from December 17, 2023, to January 17, 2024, with the option to extend monthly for up to five additional months[83]. - The company has until June 17, 2024, to consummate its Initial Business Combination, with potential extensions impacting the timeline for public stockholders to receive distributions from the Trust Account[120]. - If the Initial Business Combination is not completed by the Termination Date, the company will redeem 100% of the outstanding Public Stock[89]. - If the Initial Business Combination is not completed by June 17, 2024, the company will terminate and distribute all amounts in the Trust Account to public stockholders[100]. - If the Initial Business Combination is not completed by the deadline, the company will cease operations except for liquidation purposes, raising substantial doubt about its ability to continue as a going concern[122]. - If the Initial Business Combination is not completed by September 14, 2024, Nasdaq may delist the company's securities, leading to significant adverse consequences[199]. Management and Operational Risks - The management team has experience in growing companies and securing strategic relationships, enhancing the ability to complete successful business combinations[19]. - The time and costs required to select and evaluate a target business remain undetermined, and costs incurred for unsuccessful evaluations will reduce available capital[51]. - The company may face intense competition from other entities with similar business objectives, which could hinder its ability to acquire target businesses[107]. - The company may incur substantial costs related to due diligence and legal fees for potential business combinations, which may not be recoverable if the transaction does not proceed[200]. - The company has two executive officers who will devote varying amounts of time based on the business combination process[109]. - The company may not hold an annual meeting of stockholders until after the Initial Business Combination is consummated, potentially affecting compliance with Delaware corporate governance requirements[174].

Financial Performance - As of September 30, 2023, the company reported a net loss of $966,681 and operating expenses of $1,476,911, primarily due to professional services costs[132]. - The company has substantial doubt about its ability to continue as a going concern due to insufficient liquidity and the mandatory liquidation date[149]. Capital Structure - The company raised gross proceeds of $100,000,000 from its Initial Public Offering of 10,000,000 units, sold at an offering price of $10.00 per unit[135]. - Holders of 9,606,887 Public Shares redeemed their shares for approximately $98.0 million at a redemption price of about $10.20 per share[125]. - The company completed a private sale of 10,000,000 warrants at a price of $0.50 per warrant, generating gross proceeds of $5,000,000[136]. - As of September 27, 2021, a total of $116,150,000 of net proceeds from the Initial Public Offering and warrant sales were deposited in the Trust Account[139]. - As of September 30, 2023, the company had cash held in the Trust Account of approximately $14.0 million, intended for the Initial Business Combination[144]. Debt and Liabilities - The company issued an unsecured promissory note of $750,000 to its Sponsor, which was outstanding as of September 30, 2023[124]. - The balance on the Second Extension Note as of September 30, 2023, was $260,000, with a total drawdown of $1,140,000 under the Extension Notes[129][127]. - The company issued an unsecured promissory note to the Sponsor for up to $1,000,000, with drawdowns of $192,200 made under this note[145]. - As of September 30, 2023, the company had no long-term debt or significant liabilities, except for a monthly fee of $10,000 to the Sponsor for administrative support[151]. - The company incurred total underwriting discounts and commissions of $4,025,000, payable upon the consummation of the Initial Business Combination[152]. - The company does not have any off-balance sheet arrangements or long-term liabilities as of September 30, 2023[153]. Business Operations - The company has not commenced core operations and will not generate operating revenues until after the Initial Business Combination[121]. - The company has not commenced any operations and will not generate operating revenues until after the Initial Business Combination[146]. - The company has incurred ongoing expenses related to being a public company, including legal and financial reporting costs[131]. - The company intends to use its operating cash to identify and evaluate target businesses for the Initial Business Combination[132]. Timeline and Extensions - Following the June 2023 Extension Meeting, the company extended the Termination Date for its Initial Business Combination to December 17, 2023[126]. - The company has until December 17, 2023, to consummate its Initial Business Combination, with plans to seek stockholder approval for an extension[147].

Financial Performance - As of June 30, 2023, the company reported a net loss of $863,043 and operating expenses of $1,219,426, primarily due to professional services costs [135]. - The company had $1,674 in its operating bank account and a working capital deficit of $1,815,271 as of June 30, 2023 [136]. - The company generated non-operating income from interest on funds held in the Trust Account, with no significant changes in financial position since the last audited statements [134]. - As of June 30, 2023, the company had marketable securities in the Trust Account valued at approximately $13.7 million [147]. - The company has substantial doubt about its ability to continue as a going concern due to insufficient liquidity and the mandatory liquidation date within one year [149]. Capital Structure - The company completed its Initial Public Offering on September 17, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units [138]. - Total net proceeds from the Initial Public Offering and overallotment amounted to $112,076,031 after deducting $2,400,000 in underwriting discounts and expenses [141]. - The company generated gross proceeds of $15,000,000 from the sale of 1,500,000 Over-Allotment Units on September 27, 2021 [140]. - Holders of 9,606,887 shares redeemed their shares for approximately $98.0 million at a redemption price of about $10.20 per share [128]. - Holders of 9,606,887 Public Shares redeemed their shares for approximately $98.0 million at a redemption price of $10.20 per share [144]. Debt and Obligations - The company issued an unsecured promissory note to its Sponsor for up to $300,000, with $123,000 outstanding as of June 30, 2023 [137]. - The company does not have any long-term debt or capital lease obligations as of June 30, 2023, other than a monthly fee of $10,000 to the Sponsor [151]. - Deferred underwriting discounts and commissions of $4,025,000 will be payable to underwriters upon the consummation of the initial business combination [152]. Business Combination and Extensions - Following the June 2023 Extension Meeting, the company extended the Termination Date to December 17, 2023, allowing for additional monthly extensions [129]. - The company has drawn down $945,000 under Extension Notes to extend the Termination Date from December 17, 2022, to September 17, 2023 [132]. - The company has until December 17, 2023, to consummate its business combination, which is 27 months from the closing of the Initial Public Offering [148]. - The company intends to use operating cash to identify and evaluate target businesses for its Initial Business Combination [135]. Shareholder Information - The company has 1,265,429 Public Shares outstanding as of June 30, 2023, after redemptions [131]. - As of September 27, 2021, the company had $116,150,000 deposited in the Trust Account for public stockholders [142]. - As of June 30, 2023, the company had no off-balance sheet arrangements or transactions with unconsolidated entities [153].