WinVest Acquisition (WINV) - 2024 Q1 - Quarterly Report

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]