WinVest Acquisition (WINV) - 2025 Q3 - Quarterly Report

Financial Position - As of September 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]. - The company had approximately $19.6 million remaining in the Trust Account after redemptions of 9,606,887 Public Shares at a redemption price of approximately $10.20 per share, totaling about $98.0 million[157]. - Following the June 2023 Extension Amendment, the company had $13,551,331 left in the Trust Account after redemptions of 627,684 Public Shares at a redemption price of approximately $10.71 per share, totaling about $6.7 million[160]. - Following the November 2023 Extension Amendment, the company had 1,143,123 Public Shares remaining after redemptions of 122,306 Public Shares at a redemption price of approximately $10.81 per share, totaling about $1.3 million[164]. - The company had 492,333 Public Shares remaining after redemptions of 650,790 Public Shares at a redemption price of approximately $11.32 per share, totaling about $7.4 million following the June 2024 Extension Amendment[167]. - The company had 258,778 Public Shares remaining after redemptions of 233,555 Public Shares at a redemption price of approximately $12.00 per share, totaling about $2.8 million following the December 2024 Extension Amendment[170]. - 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[173]. - 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[176]. - As of September 30, 2025, the cash held in the Trust Account was approximately $3.1 million, intended for completing the Initial Business Combination[194]. Promissory Notes and Extensions - The company issued a promissory note of $750,000 to the Sponsor in December 2022 to facilitate the extension of the Termination Date[158]. - The company issued a promissory note of $330,000 to the Sponsor in December 2023 for the extension of the Termination Date[165]. - The company issued a promissory note of $180,000 to the Sponsor in June 2024 for the extension of the Termination Date[168]. - The Company issued a $90,000 unsecured promissory note to the Sponsor, maturing upon the closing of a Business Combination or liquidation[174]. - The Company issued a $180,000 unsecured promissory note to the Sponsor following the September 2025 Extension Amendment[177]. Termination Date and Extensions - The company extended the Termination Date from December 17, 2023, to January 17, 2024, allowing for monthly extensions up to five times until June 17, 2024, with a deposit of $55,000 required for each extension[163]. - 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[172]. - 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[175]. Financial Performance - As of September 30, 2025, the Company had a working capital deficit of $7,463,939, compared to a deficit of $5,813,265 as of December 31, 2024[186]. - The Company reported a net loss of $1,296,493 for the nine months ended September 30, 2025, compared to a net loss of $1,430,395 for the same period in 2024[185]. - The company has approximately $786,844 available under the January 2025 Promissory Note and up to $100,000 of interest income from the Trust Account to cover liquidation costs if necessary[196]. Initial Public Offering and Business Combination - The Company generated gross proceeds of $100,000,000 from its Initial Public Offering, with net proceeds of $112,076,031 after expenses[191]. - The company has until February 17, 2026, to consummate its Initial Business Combination, which is 54 months from the closing of its Initial Public Offering[195]. - Deferred underwriting discounts and commissions amounting to $4,025,000, or 3.5% of the gross proceeds from the Initial Public Offering, will be payable upon consummation of the Initial Business Combination[199]. Accounting and Compliance - The financial statements have been prepared in conformity with U.S. GAAP, with no adjustments for uncertainties regarding the company's ability to continue as a going concern[197]. - The company has not entered into any off-balance sheet arrangements or established any special purpose entities[200]. - Recent accounting pronouncements, including ASU 2023-07 and ASU 2023-09, have been adopted or are under evaluation, with no material impact expected on financial statements[202][203]. - The company does not believe that any other recently issued accounting pronouncements will have a material effect on its financial statements[204]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[205].