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].
Winvest Acquisition Corp.(WINVU) - 2024 Q3 - Quarterly Report