Financial Operations - As of March 31, 2025, the company had not commenced core operations and generated non-operating income from interest on cash and cash equivalents held in the Trust Account[159]. - The company has not commenced operations and relies on the completion of an Initial Business Combination to generate revenue[213]. - There is substantial doubt about the company's ability to continue as a going concern due to insufficient liquidity and a mandatory liquidation date[214]. Business Combination and Extensions - The company entered into a Business Combination Agreement with Xtribe PLC and its subsidiaries, with a registration statement filed on Form F-4 declared effective on March 31, 2025[172]. - The November 2023 Extension Amendment allowed for a potential extension of the Termination Date until June 17, 2024, with a requirement to deposit $55,000 into the Trust Account for each extension[169]. - The June 2024 Extension Amendment allowed for an extension of the Termination Date until December 17, 2024, with a deposit requirement of $30,000 for each extension[173]. - The company held a special meeting on December 10, 2024, where stockholders approved an extension of the Termination Date to January 17, 2025, with the option for monthly extensions[176]. - The company has drawn down a total of $2,070,000 under various Extension Notes to extend the Termination Date[184]. Financial Performance - 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]. - As of March 31, 2025, the company had a working capital deficit of $6,637,935, compared to $5,813,265 as of December 31, 2024[193]. - The company incurred ongoing expenses related to being a public company, including legal and professional fees, totaling $730,258 for the three months ended March 31, 2025[192]. 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 122,306 Public Shares redeemed their shares for approximately $1,322,518 at a redemption price of approximately $10.81 per share, leaving approximately $12,360,810 in the Trust Account[171]. - Approximately $7,367,204 was redeemed by holders of 650,790 Public Shares at a redemption price of approximately $11.32 per share, leaving 492,333 Public Shares outstanding[174]. - Following the December 2024 Extension Amendment, approximately $3,104,049 remained in the Trust Account after redemptions of 233,555 Public Shares at approximately $12.00 per share[178]. - Holders of 627,684 Public Shares redeemed shares for approximately $6.72 million at a price of $10.71 per share[203]. Funding and Debt - The company raised approximately $750,000 through an unsecured promissory note to extend the Termination Date for the Initial Business Combination[163]. - The company issued an unsecured promissory note on January 31, 2025, allowing borrowing of up to $1,000,000, with $277,756 drawn down to date[180]. - The company issued the First Extension Note for $750,000 and drew down $625,000 to extend the Termination Date to June 17, 2023[200]. - The Second Extension Note was issued for $390,000, with drawdowns of the same amount to extend the Termination Date to December 17, 2023[202]. - The company issued an unsecured promissory note for up to $1,000,000, with drawdowns of $1,000,000 as of March 31, 2025[204]. - The company has no long-term debt or significant liabilities, only a monthly fee of $10,000 to the Sponsor for administrative support[216]. IPO and Trust Account - 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]. - As of September 27, 2021, a total of $116,150,000 of net proceeds from the Initial Public Offering was deposited in the Trust Account[199]. - As of March 31, 2025, the company had approximately $3.3 million in cash held in the Trust Account[212]. - Deferred underwriting discounts of $4,025,000 will be payable upon the consummation of the Initial Business Combination[217]. Regulatory and Compliance - 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].
Winvest Acquisition Corp.(WINVU) - 2025 Q1 - Quarterly Report