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]. - Following the December 2024 Extension Amendment, 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 [170]. - A total of 527 Public Shares were redeemed at approximately $12.92 per share, resulting in an aggregate redemption amount of approximately $6,808, leaving approximately $3,336,054 in trust [173]. - 38,215 Public Shares were redeemed at approximately $13.37 per share, totaling approximately $511,042, 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 the completion of the Initial Business Combination [194]. Operations and Business Combination - As of September 30, 2025, the company had not commenced any operations and is 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 54 months from the closing of its Initial Public Offering [195]. - The company generated gross proceeds of $100,000,000 from its Initial Public Offering, with net proceeds of $112,076,031 after underwriting discounts and expenses [191]. - 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]. Financial Performance - The Company reported a net loss of $1,296,493 for the nine months ended September 30, 2025, a decrease from a net loss of $1,430,395 for the same period in 2024 [185]. - 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]. Debt and Liabilities - The company has no long-term debt or significant liabilities, only incurring a monthly fee of $10,000 to its Sponsor for administrative support [198]. - The company has approximately $786,844 available under a Promissory Note and up to $100,000 of interest income from the Trust Account to cover liquidation costs if necessary [196]. 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, such as ASU 2023-07, have been adopted with no material impact on the financial statements [202]. - The company does not expect any other recently issued accounting pronouncements to 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]. Extensions and Promissory Notes - 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 extended the Termination Date from December 17, 2023, to January 17, 2024, allowing for further monthly extensions until June 17, 2024, with a deposit of $55,000 required for each extension [163]. - 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 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]. - Following the June 2025 Extension Amendment, the Company issued a promissory note of $90,000 to the Sponsor, which does not bear interest and matures upon the closing of a Business Combination or liquidation [174]. - The Termination Date was further extended from September 17, 2025, to March 17, 2026, with the option for five additional one-month extensions, also requiring a deposit of $30,000 for each extension [175]. - The Company issued a promissory note of $180,000 to the Sponsor following the September 2025 Extension Amendment, which also does not bear interest and matures upon the closing of a Business Combination or liquidation [177].
Winvest Acquisition Corp.(WINVU) - 2025 Q3 - Quarterly Report