WinVest Acquisition (WINV) - 2025 Q2 - Quarterly Report

Financial Performance - As of June 30, 2025, the Company reported a net loss of $1,000,101 and operating expenses of $1,044,175, compared to a net loss of $546,653 and expenses of $778,261 for the same period in 2024 [185]. - The Company had a working capital deficit of $7,045,944 as of June 30, 2025, compared to a deficit of $5,813,265 as of December 31, 2024 [186]. - The Company generated gross proceeds of $100 million from its Initial Public Offering, with net proceeds of $112,076,031 after expenses [191]. - The company has no long-term debt or significant liabilities other than a monthly fee of $10,000 to its Sponsor for administrative support services [198]. Trust Account and Redemptions - As of June 30, 2025, the company had not commenced core operations and generated non-operating income primarily from interest on cash and cash equivalents held in the Trust Account [154]. - Following the June 2023 Extension Amendment, the company had $13,551,331 remaining in the Trust Account after redeeming 627,684 Public Shares for approximately $10.71 per share, totaling $6,721,795 [160]. - The company redeemed 122,306 Public Shares for approximately $10.81 per share, resulting in an aggregate redemption amount of approximately $1,322,518, leaving 1,143,123 Public Shares outstanding [163]. - The company redeemed 650,790 Public Shares for approximately $11.32 per share, totaling approximately $7,367,204, leaving 492,333 Public Shares outstanding [166]. - Holders of 527 Public Shares redeemed their shares for approximately $6,808 at a redemption price of $12.92 per share, leaving approximately $3,336,054 in trust and 258,251 Public Shares outstanding [172]. - Holders of 38,215 Public Shares redeemed their shares for approximately $511,042 at a redemption price of $13.37 per share, leaving approximately $2,942,500 in trust and 222,036 Public Shares outstanding [175]. Promissory Notes and Extensions - The company issued a promissory note of $750,000 to the Sponsor for the extension of the Termination Date, which does not bear interest and matures upon the closing of an Initial Business Combination [158]. - The company issued a promissory note of $330,000 to the Sponsor following the November 2023 Extension Amendment, with similar terms as previous notes [164]. - The company issued a promissory note of $180,000 to the Sponsor following the June 2024 Extension Amendment, with repayment contingent on the closing of an Initial Business Combination [167]. - The Company issued a Sixth Extension Note for $90,000 and a Seventh Extension Note for $180,000 to the Sponsor, both maturing upon the closing of a Business Combination or liquidation [173][177]. Operational Status and Future Plans - As of June 30, 2025, the company had not commenced any operations and all activities were focused on identifying a target company for an Initial Business Combination [195]. - The company has until February 17, 2026, to consummate its Initial Business Combination, which is 51 months from the closing of its Initial Public Offering [195]. - The Company extended the Termination Date from June 17, 2025, to July 17, 2025, with the option for two additional one-month extensions, requiring a deposit of $30,000 for each extension [171]. - Following the September 2025 Extension Amendment, the Termination Date was extended to March 17, 2026, with the option for five additional one-month extensions [174]. Accounting and Compliance - The financial statements have been prepared in conformity with U.S. GAAP, reflecting the company's status as a going concern [197]. - The company does not have any off-balance sheet arrangements or financial partnerships as of June 30, 2025 [200]. - Management has determined that there are no critical accounting estimates that could materially differ from actual results [201]. - The company has adopted ASU 2023-07, which requires enhanced disclosures regarding segment reporting [202]. - The company is evaluating the impact of ASU 2023-09 on its financial statements, which requires disaggregated information about effective tax rate reconciliation [203].