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]. - A total of 11,241,222 shares of Public Stock were redeemed for approximately $116.2 million, leaving 258,778 shares outstanding as of December 31, 2024[26]. - Shareholders redeemed 122,306 shares of Public Stock at a redemption price of approximately $10.81 per share, totaling an aggregate redemption amount of $1,322,518, leaving approximately $12,360,810 in the Trust Account[66]. - Shareholders redeemed 650,790 shares of Public Stock at a redemption price of approximately $11.32 per share, resulting in an aggregate redemption amount of approximately $7,367,204[69]. 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]. - WinVest anticipates that the post-transaction company will own 50% or more of the outstanding voting securities of the target business[43]. - The company has not established specific financial criteria for target businesses but seeks those with attractive customer and financial metrics, including demonstrated revenue scale and growth[33]. - The management team aims to pursue acquisition opportunities across various industries, not limited to financial services, focusing on scalable digital businesses[29]. Redemption and Conversion 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 Initial Business Combination[50]. - If a tender offer is made, it must remain open for at least 20 business days, allowing stockholders time to decide on their participation[52]. - The company may require stockholders to deliver their shares to the transfer agent to exercise conversion rights, which could limit the time available for stockholders to act[54]. - If the Initial Business Combination is not completed, public stockholders who exercised their conversion rights will not be entitled to convert their shares for the Trust Account[57]. - The company has agreed to seek stockholder approval for its Initial Business Combination, allowing stockholders to convert their shares into a portion of the Trust Account[89]. Financial and Operational Risks - The lack of business diversification may pose risks, as the success of the company could depend entirely on the performance of a single business post-combination[44]. - 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 face competition from other entities with greater financial and technical resources in pursuing target businesses for its Initial Business Combination[92]. - The company may incur substantial additional debt to complete a business combination, which could negatively impact the value of stockholders' investments[188]. - The company may face claims from creditors that could reduce the per-share redemption amount received by public stockholders[86]. Extensions and Termination Dates - The company extended the Termination Date for its Initial Business Combination from December 17, 2023, to January 17, 2024, with the option to extend monthly for up to six months until June 17, 2024[64]. - The company has until June 17, 2025, to consummate its Initial Business Combination, which may be extended[102]. - If the Initial Business Combination is not completed by June 17, 2025, the company will redeem 100% of outstanding Public Stock, extinguishing stockholders' rights[113]. Compliance and Regulatory Issues - The company is classified as an emerging growth company and will remain so for up to five years unless certain financial thresholds are exceeded, such as total revenues exceeding $1.235 billion[98]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain market value thresholds are met[99]. - The company has received delisting notices for failing to comply with the Annual Meeting Requirement and for not completing the Initial Business Combination by the Nasdaq Deadline[200]. - The company is currently in violation of Nasdaq IM-5101-2 due to not completing its Initial Business Combination by the September 14, 2024 deadline[143]. Management and Insider Dynamics - Insiders and advisory board members have agreed not to convert any Public Stock into their pro rata share of the Trust Account, which may influence stockholder voting dynamics[48]. - The management team will conduct extensive due diligence on prospective target businesses, including financial reviews and management meetings[39]. - The management's past performance is not indicative of future performance, and historical records should not be relied upon for future investment success[174]. - Insiders may have conflicts of interest due to their affiliations with other entities engaged in similar business activities[179]. Trust Account and Liquidation - The Trust Account will only be distributed to public stockholders if the company fails to complete its Initial Business Combination within the required time period[85]. - The company has agreed to a minimum per-share distribution of $10.10 from the Trust Account, subject to claims from creditors[82]. - If the company is forced to redeem 100% of its outstanding Public Stock, it anticipates liquidating assets within 10 business days[83]. - 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]. Market and Economic Conditions - The ability to consummate an attractive business combination may be affected by the market conditions for initial public offerings[128]. - Increased competition from other special purpose acquisition companies may make attractive targets scarcer and increase costs for business combinations[127]. - Unstable market conditions and liquidity risks may adversely impact the company's financial condition and stock price[162]. Miscellaneous - The company has received loans totaling $3,049,500 from the Sponsor, which would not be repaid if a business combination is not consummated[182]. - The company identified a material weakness in its internal control over financial reporting related to incorrectly filing income taxes in Delaware[202]. - The company must maintain a minimum stockholders' equity of $2,500,000 and a minimum of 300 round lot holders to avoid delisting from Nasdaq[200].
Winvest Acquisition Corp.(WINVU) - 2024 Q4 - Annual Report