IPO and Financing - The company completed its Initial Public Offering (IPO) of 10,000,000 units at a price of 100,000,000[25]. - A private sale of 10,000,000 warrants was completed at a price 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 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].
WinVest Acquisition (WINV) - 2023 Q4 - Annual Report