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].
WinVest Acquisition (WINV) - 2024 Q2 - Quarterly Report