Winvest Acquisition Corp.(WINVU) - 2025 Q4 - Annual Report

IPO and Financing - The company completed its Initial Public Offering on September 17, 2021, selling 10,000,000 units at $10.00 per unit, generating gross proceeds of $100,000,000[20]. - A private sale of 10,000,000 warrants was completed simultaneously, generating an additional $5,000,000 in gross proceeds[21]. - The underwriters exercised an over-allotment option, resulting in the sale of an additional 1,500,000 units for $15,000,000[22]. - The total net proceeds from the Initial Public Offering and private placements amounted to $116,150,000, which were placed in the Trust Account[23]. - As of December 31, 2025, approximately $3.1 million remained in the Trust Account after redemptions totaling around $116 million[24]. - The company has deposited $2,130,000 into the Trust Account in connection with various Extension Notes[84]. - The company has received loans totaling $3,727,932 from the Sponsor, which are non-interest bearing and payable upon consummation of a business combination[186]. - The company may need to borrow additional funds if the available funds outside the Trust Account are insufficient to cover operational expenses[118]. Business Strategy and Operations - The company is pursuing a broad acquisition strategy across various industries, not limited to financial services, to identify scalable business opportunities[27]. - The company aims to leverage technology, including big data and machine learning, to enhance customer experience and operational efficiency[28]. - The proposed business combination with Xtribe was terminated during the fiscal year ended December 31, 2025[40]. - A new Business Combination Agreement was entered into with Embed Financial Group Holdings on December 2, 2025, which has not yet been consummated[41]. - The company anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business, with the possibility of issuing a significant amount of debt or equity securities to finance the acquisition[44]. - The company may seek to recruit additional managers for the target business, but there is uncertainty regarding the ability to find qualified candidates[48]. - The management team of the target business will be evaluated, but there is a risk that the future management may lack the necessary skills to manage a public company[46]. - The company may pursue business combinations with entities affiliated with insiders, which could raise potential conflicts of interest[184]. Redemption and Stockholder Rights - Public stockholders may convert their shares into their pro rata share of the Trust Account, but insiders have agreed not to participate in this conversion[52]. - During the vote to approve the November 2022 Extension Amendment, holders of 9,606,887 shares of Public Stock redeemed their shares for cash at a redemption price of approximately $10.20 per share, totaling an aggregate redemption amount of approximately $98.0 million[61]. - The company will redeem 100% of the outstanding Public Stock for a pro rata portion of the funds held in the Trust Account if a business combination is not completed by the Termination Date[86]. - The anticipated per-share distribution from the Trust Account could be less than approximately $10.10 due to potential claims from creditors[93]. - Stockholders will only receive funds from the Trust Account if the Initial Business Combination is not completed within the required time period[96]. - The company’s insiders and advisory board members have waived their rights to participate in any redemption related to their founder shares[94]. - Holders of 627,684 shares of Public Stock redeemed their shares for cash at a price of approximately $10.71 per share, totaling an aggregate redemption amount of $6,721,794.56[64]. - Holders of 122,306 shares of Public Stock redeemed their shares for cash at a price of approximately $10.81 per share, totaling an aggregate redemption amount of $1,322,518[67]. - Holders of 650,790 shares of Public Stock redeemed their shares for cash at a price of approximately $11.32 per share, totaling an aggregate redemption amount of approximately $7,367,204[71]. Compliance and Regulatory Issues - The company is classified as an emerging growth company and will remain so for up to five years unless certain financial thresholds are exceeded, such as total revenues exceeding $1.235 billion[109]. - The company has registered its Units, Common Stock, Warrants, and Rights under the Exchange Act and is required to file periodic reports with the SEC, including audited financial statements[106]. - The company may not be able to complete its Initial Business Combination if the target business does not have the necessary financial statements prepared in accordance with U.S. GAAP or IFRS[107]. - The company must ensure that investment securities do not constitute more than 40% of total assets to avoid being classified as an investment company[144]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act[143]. - Compliance with the Sarbanes-Oxley Act may require substantial resources and could delay the completion of the Initial Business Combination[155]. - The SEC's SPAC Final Rules may increase costs and time needed to complete an Initial Business Combination[142]. Market and Competition - The company faces intense competition from established entities such as blank check companies, venture capital firms, and private equity groups, which may have greater financial and technical resources[103]. - The increase in special purpose acquisition companies (SPACs) seeking targets may lead to a scarcity of attractive targets and increased costs for Initial Business Combinations[136]. - Intense competition from other entities, including venture capital and leveraged buyout funds, may limit the company's ability to consummate attractive business combinations[135]. - The company may not be able to meet closing conditions for a business combination if too many public stockholders exercise their redemption rights, potentially leading to a search for alternative targets[133]. Financial Risks and Liabilities - The company may incur substantial additional debt to complete a business combination, which could negatively impact its financial condition[191]. - The proceeds held in the Trust Account could be reduced by third-party claims, potentially lowering the per-share redemption price for stockholders[119]. - The company may face potential liabilities for claims by third parties against it, which could extend beyond the third anniversary of any distributions received by stockholders[121]. - If the company fails to comply with Delaware law procedures, stockholders could be liable for claims extending beyond three years[89]. - The company may face challenges in maintaining the listing of its shares on a national securities exchange if significant purchases of Common Stock occur in the open market[132]. - The company may face significant risks if it effects its Initial Business Combination with a target business located outside of the United States, including currency fluctuations and regulatory challenges[215]. - The inability to enforce legal rights in jurisdictions outside the United States could result in significant losses for the company[217]. Internal Controls and Governance - A material weakness in internal control over financial reporting was identified related to incorrectly filing income taxes in Delaware[204]. - The company identified a material weakness related to the review and approval of cash disbursements from the Trust Account[205]. - The board of directors may be viewed as having breached its fiduciary duties if distributions are made to stockholders before addressing creditor claims, exposing the company to punitive damages[125]. - The board of directors is divided into three classes, allowing insiders to maintain control until the business combination is consummated[171]. - The company has approximately 93% of its shares controlled by insiders, which may influence stockholder votes on business combinations[168]. Future Outlook and Liquidation - The company has until September 17, 2026, to consummate its Initial Business Combination, or it may be forced to liquidate[113]. - If the Initial Business Combination is not completed, public stockholders may receive approximately $10.10 per share upon liquidation of the Trust Account[154]. - The company plans to liquidate assets and redeem Public Stock within ten business days after the Termination Date if no business combination is achieved[94]. - The company may lose the ability to complete business combinations if target businesses cannot provide required financial statements in time[162]. - The company may require additional financing to fund operations or growth of the target business, which could adversely affect development[138].