WinVest Acquisition (WINV) - 2025 Q1 - Quarterly Report

Financial Operations - As of March 31, 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[159]. - The company raised approximately $750,000 through an unsecured promissory note to extend the Termination Date from December 17, 2022, to January 17, 2023[163]. - The company issued a second unsecured promissory note for $390,000 to extend the Termination Date from June 17, 2023, to July 17, 2023[167]. - The company issued an unsecured promissory note on January 31, 2025, allowing borrowing up to $1,000,000, with $277,756 drawn down as of the report date[180]. - The company issued the First Extension Note to its Sponsor for a principal amount of $750,000, with drawdowns totaling $625,000 to extend the Termination Date to June 17, 2023[200]. - The company issued the Second Extension Note for $390,000, with drawdowns of the same amount to extend the Termination Date to December 17, 2023[202]. - The company issued the Third Extension Note for $330,000, with the balance remaining as of March 31, 2025[205]. - The October 2023 Promissory Note allows borrowing up to $1,000,000, with drawdowns of $1,000,000 as of March 31, 2025[204]. - The company issued a Fifth Extension Note for $180,000 on December 16, 2024, with a balance of $30,000 as of December 31, 2024[179]. - The company has drawn down a total of $2,070,000 under the Extension Notes to extend the Termination Date[184]. Share 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[164]. - Holders of 627,684 Public Shares redeemed their shares for approximately $6.72 million at a redemption price of approximately $10.71 per share[168]. - The company held a special meeting to approve an amendment extending the Termination Date from June 17, 2024, to July 17, 2024, with an aggregate redemption amount of approximately $7.37 million for 650,790 Public Shares[174]. - The company’s Public Shares were redeemed at approximately $12.00 per share, totaling an aggregate redemption amount of approximately $2,801,498[178]. - In November 2022, holders of 9,606,887 Public Shares redeemed their shares for approximately $98.0 million at a price of $10.20 per share[201]. - In June 2023, holders of 627,684 Public Shares redeemed their shares for approximately $6,721,795 at a price of $10.71 per share[203]. - In December 2024, holders of 233,555 Public Shares redeemed their shares for approximately $2,801,498 at a price of $12.00 per share[210]. Financial Position - As of March 31, 2025, the company had a working capital deficit of $6,637,935, compared to a deficit of $5,813,265 as of December 31, 2024[193]. - For the three months ended March 31, 2025, the company reported a net loss of $708,544, an increase from a net loss of $106,446 for the same period in 2024[192]. - Approximately $12.36 million remained in the Trust Account after redemptions, with 1,143,123 Public Shares outstanding[171]. - Following the December 2024 Extension Amendment, the company had approximately $3,104,049 remaining in the Trust Account after redemptions[178]. - As of March 31, 2025, the company had cash held in the Trust Account of approximately $3.3 million, intended for the Initial Business Combination[212]. - The company has no long-term debt or significant liabilities, only a monthly fee of $10,000 to its Sponsor for administrative support[216]. - Deferred underwriting discounts of 3.5% of the gross proceeds from the Initial Public Offering, totaling $4,025,000, will be payable upon the Initial Business Combination[217]. Business Combination - The company entered into a Business Combination Agreement with Xtribe PLC, with a registration statement filed on Form F-4[172]. - The company completed its Initial Public Offering on September 17, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units[195]. - The company incurred total underwriting discounts and expenses of $2,400,000 related to the Initial Public Offering, resulting in net proceeds of $112,076,031[198]. - The company received a delisting notice from Nasdaq on March 18, 2025, due to failure to complete the Initial Business Combination by the Extended Date[187].