WinVest Acquisition (WINV) - 2024 Q4 - Annual Report

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$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].