Financial Position and Operations - 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]. - 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]. - As of June 30, 2025, the cash held in the Trust Account was approximately $3.4 million, intended for the completion of the Initial Business Combination[194]. - 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 has approximately $786,344 available under a Promissory Note as of June 30, 2025, to cover liquidation costs if necessary[196]. - The company has no long-term debt or significant liabilities other than a monthly fee of $10,000 to its Sponsor for administrative support[198]. - The financial statements have been prepared under U.S. GAAP, with no adjustments for uncertainties regarding the company's ability to continue as a going concern[197]. - The company does not have any off-balance sheet arrangements or financial partnerships as of June 30, 2025[200]. Fundraising and Share Redemption - The company raised approximately $98.0 million through the redemption of 9,606,887 Public Shares at a redemption price of approximately $10.20 per share[157]. - 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 following the November 2023 Extension Amendment[163]. - The company redeemed 650,790 Public Shares for approximately $11.32 per share, totaling approximately $7,367,204 after the June 2024 Extension Amendment[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[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[175]. - The Company raised gross proceeds of $100,000,000 from its Initial Public Offering, with net proceeds of $112,076,031 after expenses[191]. - Deferred underwriting discounts and commissions amounting to 3.5% of the gross proceeds raised in the Initial Public Offering, or $4,025,000, will be payable upon consummation of the Initial Business Combination[199]. 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 November 2023 Extension Amendment allowed the company to extend the Termination Date to January 17, 2024, with the option for monthly extensions until June 17, 2024, contingent on a $55,000 deposit for each extension[162]. - The company issued a promissory note of $330,000 to the Sponsor following the approval of the November 2023 Extension Amendment, with similar terms as previous notes[164]. - The June 2024 Extension Amendment allowed the company to extend the Termination Date to July 17, 2024, with the option for further monthly extensions until December 17, 2024, requiring a $30,000 deposit for each extension[165]. - 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]. - The Termination Date was further extended from September 17, 2025, to March 17, 2026, allowing for five additional one-month extensions, with a $30,000 deposit required for each[174]. - The Company issued a $90,000 unsecured promissory note to the Sponsor, maturing upon the closing of a Business Combination or liquidation[173]. - The company has deposited $2,070,000 into the Trust Account through various Extension Notes, with $1,860,000 outstanding as of June 30, 2025[178]. Accounting and Reporting - Management has determined that there are no critical accounting estimates that could materially differ from reported amounts[201]. - The company has adopted ASU 2023-07, which requires enhanced disclosures for reportable segment expenses and performance measures[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].
Winvest Acquisition Corp.(WINVU) - 2025 Q2 - Quarterly Report