IPO and Financing - The company completed its Initial Public Offering on September 17, 2021, selling 10,000,000 units at $10.00 per unit, generating gross proceeds of $100,000,000[20]. - A private sale of 10,000,000 warrants was completed simultaneously, generating an additional $5,000,000 in gross proceeds[21]. - The underwriters exercised an over-allotment option, resulting in the sale of an additional 1,500,000 units for $15,000,000[22]. - The total net proceeds from the Initial Public Offering and private placements amounted to $116,150,000, which were placed in the Trust Account[23]. - As of December 31, 2025, approximately $3.1 million remained in the Trust Account after redemptions totaling around $116 million[24]. - The company has deposited $2,130,000 into the Trust Account in connection with various Extension Notes[84]. - The company has received loans totaling $3,727,932 from the Sponsor, which are non-interest bearing and payable upon consummation of a business combination[186]. - The company may need to borrow additional funds if the available funds outside the Trust Account are insufficient to cover operational expenses[118]. Business Strategy and Operations - The company is pursuing a broad acquisition strategy across various industries, not limited to financial services, to identify scalable business opportunities[27]. - The company aims to leverage technology, including big data and machine learning, to enhance customer experience and operational efficiency[28]. - The proposed business combination with Xtribe was terminated during the fiscal year ended December 31, 2025[40]. - A new Business Combination Agreement was entered into with Embed Financial Group Holdings on December 2, 2025, which has not yet been consummated[41]. - The company anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business, with the possibility of issuing a significant amount of debt or equity securities to finance the acquisition[44]. - The company may seek to recruit additional managers for the target business, but there is uncertainty regarding the ability to find qualified candidates[48]. - The management team of the target business will be evaluated, but there is a risk that the future management may lack the necessary skills to manage a public company[46]. - The company may pursue business combinations with entities affiliated with insiders, which could raise potential conflicts of interest[184]. Redemption and Stockholder Rights - Public stockholders may convert their shares into their pro rata share of the Trust Account, but insiders have agreed not to participate in this conversion[52]. - During the vote to approve the November 2022 Extension Amendment, holders of 9,606,887 shares of Public Stock redeemed their shares for cash at a redemption price of approximately $10.20 per share, totaling an aggregate redemption amount of approximately $98.0 million[61]. - The company will redeem 100% of the outstanding Public Stock for a pro rata portion of the funds held in the Trust Account if a business combination is not completed by the Termination Date[86]. - The anticipated per-share distribution from the Trust Account could be less than approximately $10.10 due to potential claims from creditors[93]. - Stockholders will only receive funds from the Trust Account if the Initial Business Combination is not completed within the required time period[96]. - The company’s insiders and advisory board members have waived their rights to participate in any redemption related to their founder shares[94]. - Holders of 627,684 shares of Public Stock redeemed their shares for cash at a price of approximately $10.71 per share, totaling an aggregate redemption amount of $6,721,794.56[64]. - Holders of 122,306 shares of Public Stock redeemed their shares for cash at a price of approximately $10.81 per share, totaling an aggregate redemption amount of $1,322,518[67]. - Holders of 650,790 shares of Public Stock redeemed their shares for cash at a price of approximately $11.32 per share, totaling an aggregate redemption amount of approximately $7,367,204[71]. Compliance and Regulatory Issues - The company is classified as an emerging growth company and will remain so for up to five years unless certain financial thresholds are exceeded, such as total revenues exceeding $1.235 billion[109]. - The company has registered its Units, Common Stock, Warrants, and Rights under the Exchange Act and is required to file periodic reports with the SEC, including audited financial statements[106]. - The company may not be able to complete its Initial Business Combination if the target business does not have the necessary financial statements prepared in accordance with U.S. GAAP or IFRS[107]. - The company must ensure that investment securities do not constitute more than 40% of total assets to avoid being classified as an investment company[144]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act[143]. - Compliance with the Sarbanes-Oxley Act may require substantial resources and could delay the completion of the Initial Business Combination[155]. - The SEC's SPAC Final Rules may increase costs and time needed to complete an Initial Business Combination[142]. Market and Competition - The company faces intense competition from established entities such as blank check companies, venture capital firms, and private equity groups, which may have greater financial and technical resources[103]. - The increase in special purpose acquisition companies (SPACs) seeking targets may lead to a scarcity of attractive targets and increased costs for Initial Business Combinations[136]. - Intense competition from other entities, including venture capital and leveraged buyout funds, may limit the company's ability to consummate attractive business combinations[135]. - The company may not be able to meet closing conditions for a business combination if too many public stockholders exercise their redemption rights, potentially leading to a search for alternative targets[133]. Financial Risks and Liabilities - The company may incur substantial additional debt to complete a business combination, which could negatively impact its financial condition[191]. - The proceeds held in the Trust Account could be reduced by third-party claims, potentially lowering the per-share redemption price for stockholders[119]. - The company may face potential liabilities for claims by third parties against it, which could extend beyond the third anniversary of any distributions received by stockholders[121]. - If the company fails to comply with Delaware law procedures, stockholders could be liable for claims extending beyond three years[89]. - The company may face challenges in maintaining the listing of its shares on a national securities exchange if significant purchases of Common Stock occur in the open market[132]. - The company may face significant risks if it effects its Initial Business Combination with a target business located outside of the United States, including currency fluctuations and regulatory challenges[215]. - The inability to enforce legal rights in jurisdictions outside the United States could result in significant losses for the company[217]. Internal Controls and Governance - A material weakness in internal control over financial reporting was identified related to incorrectly filing income taxes in Delaware[204]. - The company identified a material weakness related to the review and approval of cash disbursements from the Trust Account[205]. - The board of directors may be viewed as having breached its fiduciary duties if distributions are made to stockholders before addressing creditor claims, exposing the company to punitive damages[125]. - The board of directors is divided into three classes, allowing insiders to maintain control until the business combination is consummated[171]. - The company has approximately 93% of its shares controlled by insiders, which may influence stockholder votes on business combinations[168]. Future Outlook and Liquidation - The company has until September 17, 2026, to consummate its Initial Business Combination, or it may be forced to liquidate[113]. - If the Initial Business Combination is not completed, public stockholders may receive approximately $10.10 per share upon liquidation of the Trust Account[154]. - The company plans to liquidate assets and redeem Public Stock within ten business days after the Termination Date if no business combination is achieved[94]. - The company may lose the ability to complete business combinations if target businesses cannot provide required financial statements in time[162]. - The company may require additional financing to fund operations or growth of the target business, which could adversely affect development[138].

Financial Position - As of September 30, 2025, the company had not commenced core operations and generated non-operating income primarily from interest on cash and cash equivalents held in the Trust Account [154]. - The company had approximately $19.6 million remaining in the Trust Account after redemptions of 9,606,887 Public Shares at a redemption price of approximately $10.20 per share, totaling about $98.0 million [157]. - Following the June 2023 Extension Amendment, the company had $13,551,331 left in the Trust Account after redemptions of 627,684 Public Shares at a redemption price of approximately $10.71 per share, totaling about $6.7 million [160]. - Following the November 2023 Extension Amendment, the company had 1,143,123 Public Shares remaining after redemptions of 122,306 Public Shares at a redemption price of approximately $10.81 per share, totaling about $1.3 million [164]. - The company had 492,333 Public Shares remaining after redemptions of 650,790 Public Shares at a redemption price of approximately $11.32 per share, totaling about $7.4 million following the June 2024 Extension Amendment [167]. - Following the December 2024 Extension Amendment, the company had 258,778 Public Shares remaining after redemptions of 233,555 Public Shares at a redemption price of approximately $12.00 per share, totaling about $2.8 million [170]. - A total of 527 Public Shares were redeemed at approximately $12.92 per share, resulting in an aggregate redemption amount of approximately $6,808, leaving approximately $3,336,054 in trust [173]. - 38,215 Public Shares were redeemed at approximately $13.37 per share, totaling approximately $511,042, leaving approximately $2,942,500 in trust [176]. - As of September 30, 2025, the cash held in the Trust Account was approximately $3.1 million, intended for the completion of the Initial Business Combination [194]. Operations and Business Combination - As of September 30, 2025, the company had not commenced any operations and is focused on identifying a target company for an Initial Business Combination [195]. - The company has until February 17, 2026, to consummate its Initial Business Combination, which is 54 months from the closing of its Initial Public Offering [195]. - The company generated gross proceeds of $100,000,000 from its Initial Public Offering, with net proceeds of $112,076,031 after underwriting discounts and expenses [191]. - Deferred underwriting discounts and commissions amounting to $4,025,000, or 3.5% of the gross proceeds from the Initial Public Offering, will be payable upon consummation of the Initial Business Combination [199]. Financial Performance - The Company reported a net loss of $1,296,493 for the nine months ended September 30, 2025, a decrease from a net loss of $1,430,395 for the same period in 2024 [185]. - As of September 30, 2025, the Company had a working capital deficit of $7,463,939, compared to a deficit of $5,813,265 as of December 31, 2024 [186]. Debt and Liabilities - The company has no long-term debt or significant liabilities, only incurring a monthly fee of $10,000 to its Sponsor for administrative support [198]. - The company has approximately $786,844 available under a Promissory Note and up to $100,000 of interest income from the Trust Account to cover liquidation costs if necessary [196]. Accounting and Compliance - The financial statements have been prepared in conformity with U.S. GAAP, with no adjustments for uncertainties regarding the company's ability to continue as a going concern [197]. - The company has not entered into any off-balance sheet arrangements or established any special purpose entities [200]. - Recent accounting pronouncements, such as ASU 2023-07, have been adopted with no material impact on the financial statements [202]. - The company does not expect any other recently issued accounting pronouncements to have a material effect on its financial statements [204]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [205]. Extensions and Promissory Notes - The company issued a promissory note of $750,000 to the Sponsor in December 2022 to facilitate the extension of the Termination Date [158]. - The company extended the Termination Date from December 17, 2023, to January 17, 2024, allowing for further monthly extensions until June 17, 2024, with a deposit of $55,000 required for each extension [163]. - The company issued a promissory note of $330,000 to the Sponsor in December 2023 for the extension of the Termination Date [165]. - The Company extended the Termination Date from June 17, 2025, to July 17, 2025, with the option for two additional one-month extensions, requiring a deposit of $30,000 for each extension [172]. - Following the June 2025 Extension Amendment, the Company issued a promissory note of $90,000 to the Sponsor, which does not bear interest and matures upon the closing of a Business Combination or liquidation [174]. - The Termination Date was further extended from September 17, 2025, to March 17, 2026, with the option for five additional one-month extensions, also requiring a deposit of $30,000 for each extension [175]. - The Company issued a promissory note of $180,000 to the Sponsor following the September 2025 Extension Amendment, which also does not bear interest and matures upon the closing of a Business Combination or liquidation [177].

Financial Position and Operations - As of June 30, 2025, the company had not commenced core operations and generated non-operating income primarily from interest on cash and cash equivalents held in the Trust Account[154]. - As of June 30, 2025, the Company reported a net loss of $1,000,101 and operating expenses of $1,044,175, compared to a net loss of $546,653 and expenses of $778,261 for the same period in 2024[185]. - The Company had a working capital deficit of $7,045,944 as of June 30, 2025, compared to a deficit of $5,813,265 as of December 31, 2024[186]. - As of June 30, 2025, the cash held in the Trust Account was approximately $3.4 million, intended for the completion of the Initial Business Combination[194]. - As of June 30, 2025, the company had not commenced any operations and all activities were focused on identifying a target company for an Initial Business Combination[195]. - The company has until February 17, 2026, to consummate its Initial Business Combination, which is 51 months from the closing of its Initial Public Offering[195]. - The company has approximately $786,344 available under a Promissory Note as of June 30, 2025, to cover liquidation costs if necessary[196]. - The company has no long-term debt or significant liabilities other than a monthly fee of $10,000 to its Sponsor for administrative support[198]. - The financial statements have been prepared under U.S. GAAP, with no adjustments for uncertainties regarding the company's ability to continue as a going concern[197]. - The company does not have any off-balance sheet arrangements or financial partnerships as of June 30, 2025[200]. Fundraising and Share Redemption - 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[157]. - Following the June 2023 Extension Amendment, the company had $13,551,331 remaining in the Trust Account after redeeming 627,684 Public Shares for approximately $10.71 per share, totaling $6,721,795[160]. - The company redeemed 122,306 Public Shares for approximately $10.81 per share, resulting in an aggregate redemption amount of approximately $1,322,518 following the November 2023 Extension Amendment[163]. - The company redeemed 650,790 Public Shares for approximately $11.32 per share, totaling approximately $7,367,204 after the June 2024 Extension Amendment[166]. - Holders of 527 Public Shares redeemed their shares for approximately $6,808 at a redemption price of $12.92 per share, leaving approximately $3,336,054 in trust[172]. - Holders of 38,215 Public Shares redeemed their shares for approximately $511,042 at a redemption price of $13.37 per share, leaving approximately $2,942,500 in trust[175]. - The Company raised gross proceeds of $100,000,000 from its Initial Public Offering, with net proceeds of $112,076,031 after expenses[191]. - Deferred underwriting discounts and commissions amounting to 3.5% of the gross proceeds raised in the Initial Public Offering, or $4,025,000, will be payable upon consummation of the Initial Business Combination[199]. Promissory Notes and Extensions - The company issued a promissory note of $750,000 to the Sponsor for the extension of the Termination Date, which does not bear interest and matures upon the closing of an Initial Business Combination[158]. - The November 2023 Extension Amendment allowed the company to extend the Termination Date to January 17, 2024, with the option for monthly extensions until June 17, 2024, contingent on a $55,000 deposit for each extension[162]. - The company issued a promissory note of $330,000 to the Sponsor following the approval of the November 2023 Extension Amendment, with similar terms as previous notes[164]. - The June 2024 Extension Amendment allowed the company to extend the Termination Date to July 17, 2024, with the option for further monthly extensions until December 17, 2024, requiring a $30,000 deposit for each extension[165]. - The Company extended the Termination Date from June 17, 2025, to July 17, 2025, with the option for two additional one-month extensions, requiring a deposit of $30,000 for each extension[171]. - The Termination Date was further extended from September 17, 2025, to March 17, 2026, allowing for five additional one-month extensions, with a $30,000 deposit required for each[174]. - The Company issued a $90,000 unsecured promissory note to the Sponsor, maturing upon the closing of a Business Combination or liquidation[173]. - The company has deposited $2,070,000 into the Trust Account through various Extension Notes, with $1,860,000 outstanding as of June 30, 2025[178]. Accounting and Reporting - Management has determined that there are no critical accounting estimates that could materially differ from reported amounts[201]. - The company has adopted ASU 2023-07, which requires enhanced disclosures for reportable segment expenses and performance measures[202]. - The company is evaluating the impact of ASU 2023-09 on its financial statements, which requires disaggregated information about effective tax rate reconciliation[203].

Financial Operations - As of March 31, 2025, the company had not commenced core operations and generated non-operating income from interest on cash and cash equivalents held in the Trust Account[159]. - The company has not commenced operations and relies on the completion of an Initial Business Combination to generate revenue[213]. - There is substantial doubt about the company's ability to continue as a going concern due to insufficient liquidity and a mandatory liquidation date[214]. Business Combination and Extensions - The company entered into a Business Combination Agreement with Xtribe PLC and its subsidiaries, with a registration statement filed on Form F-4 declared effective on March 31, 2025[172]. - The November 2023 Extension Amendment allowed for a potential extension of the Termination Date until June 17, 2024, with a requirement to deposit $55,000 into the Trust Account for each extension[169]. - The June 2024 Extension Amendment allowed for an extension of the Termination Date until December 17, 2024, with a deposit requirement of $30,000 for each extension[173]. - The company held a special meeting on December 10, 2024, where stockholders approved an extension of the Termination Date to January 17, 2025, with the option for monthly extensions[176]. - The company has drawn down a total of $2,070,000 under various Extension Notes to extend the Termination Date[184]. Financial Performance - For the three months ended March 31, 2025, the company reported a net loss of $708,544, an increase from a net loss of $106,446 for the same period in 2024[192]. - As of March 31, 2025, the company had a working capital deficit of $6,637,935, compared to $5,813,265 as of December 31, 2024[193]. - The company incurred ongoing expenses related to being a public company, including legal and professional fees, totaling $730,258 for the three months ended March 31, 2025[192]. Share Redemptions - 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[164]. - Holders of 122,306 Public Shares redeemed their shares for approximately $1,322,518 at a redemption price of approximately $10.81 per share, leaving approximately $12,360,810 in the Trust Account[171]. - Approximately $7,367,204 was redeemed by holders of 650,790 Public Shares at a redemption price of approximately $11.32 per share, leaving 492,333 Public Shares outstanding[174]. - Following the December 2024 Extension Amendment, approximately $3,104,049 remained in the Trust Account after redemptions of 233,555 Public Shares at approximately $12.00 per share[178]. - Holders of 627,684 Public Shares redeemed shares for approximately $6.72 million at a price of $10.71 per share[203]. Funding and Debt - The company raised approximately $750,000 through an unsecured promissory note to extend the Termination Date for the Initial Business Combination[163]. - The company issued an unsecured promissory note on January 31, 2025, allowing borrowing of up to $1,000,000, with $277,756 drawn down to date[180]. - The company issued the First Extension Note for $750,000 and drew down $625,000 to extend the Termination Date to June 17, 2023[200]. - The Second Extension Note was issued for $390,000, with drawdowns of the same amount to extend the Termination Date to December 17, 2023[202]. - The company issued an unsecured promissory note for up to $1,000,000, with drawdowns of $1,000,000 as of March 31, 2025[204]. - The company has no long-term debt or significant liabilities, only a monthly fee of $10,000 to the Sponsor for administrative support[216]. IPO and Trust Account - 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[195]. - As of September 27, 2021, a total of $116,150,000 of net proceeds from the Initial Public Offering was deposited in the Trust Account[199]. - As of March 31, 2025, the company had approximately $3.3 million in cash held in the Trust Account[212]. - Deferred underwriting discounts of $4,025,000 will be payable upon the consummation of the Initial Business Combination[217]. Regulatory and Compliance - The company received a delisting notice from Nasdaq on March 18, 2025, due to failure to complete the Initial Business Combination by the Extended Date[187].

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]. - A total of 11,241,222 shares of Public Stock were redeemed for approximately $116.2 million, leaving 258,778 shares outstanding as of December 31, 2024[26]. - Shareholders redeemed 122,306 shares of Public Stock at a redemption price of approximately $10.81 per share, totaling an aggregate redemption amount of $1,322,518, leaving approximately $12,360,810 in the Trust Account[66]. - Shareholders redeemed 650,790 shares of Public Stock at a redemption price of approximately $11.32 per share, resulting in an aggregate redemption amount of approximately $7,367,204[69]. 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]. - WinVest anticipates that the post-transaction company will own 50% or more of the outstanding voting securities of the target business[43]. - The company has not established specific financial criteria for target businesses but seeks those with attractive customer and financial metrics, including demonstrated revenue scale and growth[33]. - The management team aims to pursue acquisition opportunities across various industries, not limited to financial services, focusing on scalable digital businesses[29]. Redemption and Conversion 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 Initial Business Combination[50]. - If a tender offer is made, it must remain open for at least 20 business days, allowing stockholders time to decide on their participation[52]. - The company may require stockholders to deliver their shares to the transfer agent to exercise conversion rights, which could limit the time available for stockholders to act[54]. - If the Initial Business Combination is not completed, public stockholders who exercised their conversion rights will not be entitled to convert their shares for the Trust Account[57]. - The company has agreed to seek stockholder approval for its Initial Business Combination, allowing stockholders to convert their shares into a portion of the Trust Account[89]. Financial and Operational Risks - The lack of business diversification may pose risks, as the success of the company could depend entirely on the performance of a single business post-combination[44]. - 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 face competition from other entities with greater financial and technical resources in pursuing target businesses for its Initial Business Combination[92]. - The company may incur substantial additional debt to complete a business combination, which could negatively impact the value of stockholders' investments[188]. - The company may face claims from creditors that could reduce the per-share redemption amount received by public stockholders[86]. Extensions and Termination Dates - The company extended the Termination Date for its Initial Business Combination from December 17, 2023, to January 17, 2024, with the option to extend monthly for up to six months until June 17, 2024[64]. - The company has until June 17, 2025, to consummate its Initial Business Combination, which may be extended[102]. - If the Initial Business Combination is not completed by June 17, 2025, the company will redeem 100% of outstanding Public Stock, extinguishing stockholders' rights[113]. Compliance and Regulatory Issues - The company is classified as an emerging growth company and will remain so for up to five years unless certain financial thresholds are exceeded, such as total revenues exceeding $1.235 billion[98]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain market value thresholds are met[99]. - The company has received delisting notices for failing to comply with the Annual Meeting Requirement and for not completing the Initial Business Combination by the Nasdaq Deadline[200]. - The company is currently in violation of Nasdaq IM-5101-2 due to not completing its Initial Business Combination by the September 14, 2024 deadline[143]. Management and Insider Dynamics - Insiders and advisory board members have agreed not to convert any Public Stock into their pro rata share of the Trust Account, which may influence stockholder voting dynamics[48]. - The management team will conduct extensive due diligence on prospective target businesses, including financial reviews and management meetings[39]. - The management's past performance is not indicative of future performance, and historical records should not be relied upon for future investment success[174]. - Insiders may have conflicts of interest due to their affiliations with other entities engaged in similar business activities[179]. Trust Account and Liquidation - The Trust Account will only be distributed to public stockholders if the company fails to complete its Initial Business Combination within the required time period[85]. - The company has agreed to a minimum per-share distribution of $10.10 from the Trust Account, subject to claims from creditors[82]. - If the company is forced to redeem 100% of its outstanding Public Stock, it anticipates liquidating assets within 10 business days[83]. - 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]. Market and Economic Conditions - The ability to consummate an attractive business combination may be affected by the market conditions for initial public offerings[128]. - Increased competition from other special purpose acquisition companies may make attractive targets scarcer and increase costs for business combinations[127]. - Unstable market conditions and liquidity risks may adversely impact the company's financial condition and stock price[162]. Miscellaneous - The company has received loans totaling $3,049,500 from the Sponsor, which would not be repaid if a business combination is not consummated[182]. - The company identified a material weakness in its internal control over financial reporting related to incorrectly filing income taxes in Delaware[202]. - The company must maintain a minimum stockholders' equity of $2,500,000 and a minimum of 300 round lot holders to avoid delisting from Nasdaq[200].

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 incurred ongoing expenses related to being a public company, including legal, financial reporting, and auditing compliance costs [145]. - The company has determined that there is substantial doubt about its ability to continue as a going concern due to insufficient liquidity and mandatory liquidation within one year [168]. Capital Raising and Debt - The company raised approximately $750,000 through an unsecured promissory note to extend the Termination Date from December 17, 2022, to January 17, 2023 [129]. - The company issued a second unsecured promissory note for $390,000 to extend the Termination Date from June 17, 2023, to July 17, 2023 [133]. - The company issued a total of $1,650,000 under the Extension Notes to extend the Termination Date from December 17, 2022, to December 17, 2024 [143]. - The company has drawn down $709,200 under the October 2023 Promissory Note, which allows borrowing up to $1,000,000 [159]. - 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]. - 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]. Trust Account and Redemptions - 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 [130]. - Following the June 2023 Extension Meeting, approximately $13,551,331 remained in the Trust Account after redemptions [134]. - An aggregate redemption amount of approximately $1,322,518 was executed by holders of 122,306 Public Shares at a redemption price of approximately $10.81 per share [137]. - After the June 2024 Extension Amendment, 492,333 Public Shares remained outstanding following redemptions totaling approximately $7,367,204 [141]. - As of September 30, 2024, the company had approximately $5.8 million in cash held in the Trust Account, intended for completing the Initial Business Combination [165]. Business Combination and Extensions - The company entered into a Business Combination Agreement with Xtribe on May 9, 2024, and subsequently amended it on September 16, 2024 [139]. - The company approved an amendment to extend the Termination Date from December 17, 2023, to January 17, 2024, with a provision for further monthly extensions [135]. - The company plans to seek stockholder approval to extend the Termination Date to January 17, 2025, with a deposit of $30,000 into the Trust Account [167]. - 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 is required to consummate an Initial Business Combination by September 14, 2024, or face potential delisting from Nasdaq [189]. Compliance and Governance - A written notice from Nasdaq indicated that the company failed to comply with listing rules, and a hearing was requested to address this issue [189]. - 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]. - The Chief Executive Officer and Chief Financial Officer signed the report, affirming compliance with the Exchange Act requirements [200]. - The Company has filed various amendments to its Certificate of Incorporation, indicating ongoing corporate governance adjustments [198]. Tax and Regulatory Issues - The company may face an excise tax of 1% on stock repurchases, which could decrease the value of securities and impact funds available for Initial Business Combination [185]. - In 2023, the Company withdrew $898,940 of interest and dividend income from the 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]. - Portions of the funds from the Trust Account were inadvertently used for general operating expenses without appropriate review and approval [196]. - The Company expects significant adverse consequences if its securities are delisted from Nasdaq, including reduced liquidity and limited market quotations [192]. - If delisted, the Company's securities would not qualify as "covered securities," subjecting them to state regulations [192]. Operational Status - 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]. - There were no off-balance sheet arrangements or critical accounting estimates identified by the company [173][174]. - The company has not made any changes to its internal control over financial reporting that materially affect its financial reporting [180]. - The company may not be able to recover investments for stockholders except through sales of Public Shares on the open market, which may be volatile [183].