WinVest

The registered 32,322,617 figure is stated as a maximum assuming no redemption of WinVest public shares. A separate NTA Proposal would strike the $5,000,001 net tangible asset floor from WinVest's charter, and the filing states that if it passes and the Minimum Cash Condition is waived, all of the public shares could be redeemed. The redemption record behind that: at the November 2022 extension 9,606,887 public shares were redeemed at approximately $10.20, about $98.0 million; the June 2023 extension ran at $65,000 deposited per monthly extension. Founder Shares total 2,875,000.

The filing confirms the SPAC is burning cash and has a going concern qualification, with only $49,845 of operating cash and a large working capital deficit. The trust per share is $14.29, slightly below the $14.81 figure in the prompt, and the deadline is now June 17, 2026 (extendable to September 17). Continued sponsor support through extension notes and promissory notes is evident, but the sponsor's obligation to pay $2.7 million to Xtribe is contingent on closing the EFGH deal, adding a potential liability. The termination of the Chardan advisory agreement and the pending litigation risk from Xtribe are notable. The filing provides essential updates on redemption mechanics, trust value, and the precarious liquidity position.

The one-month extension shifts the redemption voting window and postpones the mandatory liquidation trigger, directly affecting the timing of shareholder payout elections. As the registrant explained in the filing, any trust proceeds remaining after liquidation, or funds distributed to shareholders who elect redemption in connection with a Business Combination, will flow to the Public Share holders. Chief Executive Officer and Chief Financial Officer Manish Jhunjhunwala signed the report to validate these mechanics. The submission contains no operational data, target company information, revenue forecasts, or negotiation milestones.

The $30,000 payment directly adds to the Trust Account, incrementally supporting the per-share redemption value ahead of the April 17 deadline. As stated in the 8-K filed by WinVest Acquisition Corp., the loan bears no interest and matures upon the earlier of a deal closing or liquidation. The filing notes that proceeds will only be repaid from funds remaining outside the Trust Account if no business combination occurs, indicating that unitholders absorb the shortfall risk upon liquidation. The document confirms the Sponsor will provide up to six equal installments of $30,000, with this filing covering the second tranche, demonstrating management's active effort to prolong the search window through the newly set May 17, 2026 Termination Date.

This filing is material because it confirms the termination of the Xtribe deal and the signing of a new, still-pending deal with EFGH. It provides critical redemption mechanics data: the date by which the trust must be liquidated if no deal closes (September 17, 2026, if fully extended). It also details the continuing sponsor loans to fund extensions and operating expenses, adding to the company's liabilities and raising the stakes for the sponsor to complete a deal. The identification of material weaknesses in internal controls and the Nasdaq delisting are significant red flags.

The mechanics dictate immediate economic tradeoffs: the December 31, 2025 Trust Account balance supports an estimated $14.47 per share redemption price, but the mandatory $4,025,000 Deferred Discount assumption means unredeemed shares face severe dilution, with illustrative scenarios projecting negative remaining trust proceeds per share exceeding 25% redemption thresholds. The $5,000,001 net tangible asset condition tied to unspecified PIPE capital introduces significant closing risk, especially since no binding PIPE agreements exist and EFGH could independently waive the condition.

The filing establishes a board-driven extension mechanism that replaces periodic shareholder votes with conditional board resolutions tied to sponsor drawdowns, directly controlling cash preservation per share while shrinking the public float to 205,950 shares. According to the promissory note terms attached as Exhibit 10.1, WinVest SPAC LLC explicitly waives all claims against the Trust Account, limiting recovery solely to outside-company funds if a deal fails, which structurally aligns sponsor risk with operational timelines while protecting trust liquidity for redeeming or surviving shareholders. The hard-coded September 17, 2026 deadline sets the absolute maximum window for consummating a Business Combination before mandatory liquidation triggers. The filing does not disclose any target acquisition, revenue projections, partnership announcements, or technology developments; all reported materiality centers on corporate governance adjustments, capital structure maintenance, and shareholder exit mechanics documented by the registrant and its sponsor.

Investors approving this transaction assume full valuation and execution risk without independent financial advisory verification, as the WinVest Board explicitly acknowledged relying on unverified internal analyses. The documented divergence between sponsor incentives and public shareholder outcomes indicates a structural bias toward deal closure regardless of post-combination public share performance.

Without the extension, the SPAC would be forced to liquidate by March 17, 2026, returning trust proceeds to public stockholders and rendering warrants and rights worthless. The extension is needed to allow time to complete the previously announced business combination with Embed Financial Group Cayman Holdings (announced Dec 2, 2025). The SPAC already failed to meet Nasdaq listing requirements and was delisted in March 2025. The sponsor controls 91.8% of voting power, making approval certain, but public stockholders can still redeem. The trust currently holds about $3.16 million ($14.36 per public share), well above the $10.10 per share IPO trust value. Redemption could significantly reduce trust assets, potentially jeopardizing the deal's economics.

Approval is critical to avoid liquidation on March 17, 2026, and to allow more time to close the previously announced deal with Embed Financial Group. Public stockholders need to be aware of the redemption right associated with this extension vote. The company's securities are delisted from Nasdaq, which is a condition to closing the business combination, adding risk. The stockholder vote is effectively guaranteed by the insider shares, but the redemption election is a key decision point for public stockholders. The filing contains several blanks (e.g., exact meeting date, redemption price, trust account value) which will be completed in the definitive version, meaning the actual per-share trust value is not yet stated.

The filing materially alters the redemption and liquidity timeline by pushing the survival deadline forward by thirty days, delaying any forced trust distribution to public shareholders. Critically, the document confirms the total exhaustion of the $180,000 extension financing reserve, leaving the company without pre-arranged bridge capital for additional cycles. Contractual terms specify that unpaid note principals must be satisfied solely from funds residing outside the Trust Account during a liquidation event, shifting the entire financial burden of failure onto external residual assets rather than the IPO trust pool.

The SPAC has burned through its cash, has a large working capital deficit, and faces a hard deadline of February 17, 2026 to close a new deal after abandoning its prior target. The trust value ($13.97/share) is well above the $10.00 IPO baseline, so any future redemption would be costly. The company also disclosed a material weakness in internal controls over financial reporting. The new target is not described in detail, and if the deal fails, the SPAC will liquidate with zero cash.

The shift to a new target (Embed Financial) after the Xtribe deal collapsed resets the timeline and introduces execution risk. The trust per share ($12.98) is well above the $10.00 IPO price, providing a floor for redemptions but also indicating high redemption risk if the deal is not consummated. The company has only a few weeks (until February 17, 2026) to close the new deal or seek another extension, and the material weakness and litigation over the terminated deal add uncertainty.

This filing is critical because it reveals the company's switch from the failed Xtribe deal to a new target (Embed Financial Group), its severe cash burn (working capital deficit growing, net loss increasing to $1M for six months), reliance on sponsor loans to keep the SPAC alive, the growing going concern risk with a February 2026 final deadline, and a new litigation risk from Xtribe. The low share count (258,251 public shares) and high trust value per share ($13.40) mean the company is nearly out of public holders and has very limited trust remaining ($3.37M). The deal with Embed Financial must close by February 17, 2026 or the SPAC liquidates.

This filing actively rewrites the redemption calendar by pushing the hard deadline forward exactly one month. It simultaneously documents the sponsor depleting its pre-approved extension capital pipeline: five of the six allowed $30,000 tranches have been deployed, leaving only a single month of funded extension capacity on the current terms. Any further time beyond February 17, 2026 would require the sponsor to negotiate new loan terms or inject fresh capital. The $30,000 deposit directly augments the tangible trust balance awaiting distribution to public shareholders who either hold through liquidation or formally elect redemption ahead of a completed merger.

This filing materially recalibrates the shareholder redemption calendar by setting January 17, 2026, as the next hard termination horizon, which will trigger fresh redemption windows and proxy solicitation periods for public investors. Mechanically, it verifies continued sponsor funding to maintain trust sufficiency during the extension phase, while the repayment hierarchy legally subordinates the sponsor’s $180,000 credit facility beneath public shareholder cash-out rights should the SPAC dissolve. The filing contains no commercial operations, target valuation, revenue projections, or partnership disclosures; it is exclusively a procedural instrument governing timeline modification, trust account inflows, and sponsor lending terms. WinVest Acquisition Corp. maintains the position that the deposited extension amounts will ultimately be distributed to holders of Public Shares upon liquidation or redemption.

This filing converts the SPAC's status from searching for a target to having a definitive deal with set terms for valuation, consideration, and conditions. Investors can now assess the deal structure, monitor for the proxy statement/registration statement, track extension timelines, and evaluate potential redemption risk given the net tangible assets condition and trust value. The $425 million enterprise value, lock-up provisions, and requirement for a PIPE investment are key mechanics. The trust account balance of $3.144 million (as of agreement) and the $5,000,001 minimum net tangible assets condition create a floor that may influence redemption decisions.

This is the defining event for WINV — it replaces the prior 'no deal' status with a specific transaction. Trust value is $14.81/share, well above the $10.00 per-share consideration for the target. Spread is wide, implying heavy redemptions or a significant risk of failure. The target is young (founded in 2024) and operates in risky emerging markets. The $5,000,001 net tangible assets condition means the deal collapses if redemptions clear that threshold. Sponsor is taking a 6-month lock-up, which is a positive signal, but details on any PIPE are deferred to 'best efforts'.

This disclosure governs the immediate mechanics of the WINV redemption calendar by formally establishing December 17, 2025 as the next terminal date for shareholder redemption or acquisition decisions. The $180,000 extension facility is structured so that the sponsor absorbs all cash outlays for timeline extensions, with repayment explicitly restricted to non-trust account assets, thereby protecting the full trust balance from dilution during the waiting period. The continued drawing of $30,000 tranches confirms active sponsor commitment and prevents an imminent liquidation trigger. Beyond standard corporate metadata and security listings (Units, Common Stock, Warrants, Rights traded on OTC Markets), the filing contains no claims regarding target customers, revenue, market size, strategic technology, partnership agreements, litigation, or executive changes.

A change in certifying accountant coupled with a going concern qualification is operationally relevant for investors tracking redemption exposure, trust preservation, and sponsor execution. This 8-K does not amend the SPAC’s trust value per share, establish new extension provisions, alter the merger timeline, or modify the published redemption threshold. It does, however, signal potential liquidity or operational stress that could influence shareholder redemption calculations or sponsor diligence pacing. Investors following deal progress should monitor subsequent SEC filings to determine whether BCRG Group removes the going concern emphasis and how the previously noted material weakness in internal controls may impact financial statement reliability during merger integration. The filing contains no new commercial terms, revenue projections, customer commitments, technology claims, partnership announcements, or litigation disclosures; it is strictly an accounting firm transition. Public float metrics, warrant conversion ratios (each warrant entitles the holder to acquire one-half of a share of common stock), rights exercises (one-right entitles the holder to acquire one-fifteenth of a share of common stock), and common stock par value ($0.0001 per share) remain mechanically unaffected by this report.

This filing materially shifts the redemption and liquidation calendar, replacing the imminent October 17, 2025 expiration with a November 17, 2025 deadline. The $30,000 Trust Account injection mechanically alters the per-share trust value upward, though the exact post-deposit amount requires external share count data not present in this exhibit. By structuring extension capital as a non-interest-bearing, non-recourse loan with recovery limited to off-trust balances, the Sponsor retains economic exposure while protecting public trust assets from extension-related erosion. For investors tracking the deadline, the extension provides an additional 31 days to assess deal momentum or exercise redemption rights without triggering a forced wind-up. The absence of any target or transaction updates confirms the timeline remains solely dedicated to search and negotiation phases.

The redemption of 38,215 shares directly alters the public float to 220,036 shares, impacting per-share trust calculations relative to the historical $14.81 baseline provided. The mandatory $30,000 monthly contributions protect remaining shareholder value by maintaining liquidity through the March 17, 2026 deadline without extracting from the Trust Account itself. According to the Promissory Note (Exhibit 10.1), the $180,000 borrowing carries zero interest and specifies that repayment occurs solely from non-trust funds or is forgiven entirely if the Company fails to combine before liquidation. This structure ensures extension costs are borne externally while safeguarding trust principal, confirming sponsor commitment to the pursuit of a transaction.

This filing informs investors of the upcoming vote to extend the SPAC's life, the redemption mechanics, the trust value, and the status of the business combination with Xtribe. The extension is critical to avoid liquidation. Public stockholders can redeem at ~$13.35 per share, which is a premium over the OTC market price of $12.55. The delisting from Nasdaq adds risk to the deal's closing. The filing provides concrete financial details and deadlines directly impacting investor decisions.

The extension preserves the liquidity exit window for redemption-seeking investors beyond the immediate August 22 timeframe, but the explicit disclosure that closing prerequisites remain unresolved signals continued execution risk. Because the new meeting date is undetermined, the effective redemption cutoff, proxy solicitation timeline, and overall deal consummation schedule are currently indeterminate. Until the board announces the revised calendar, investors should anticipate further regulatory filings to clarify when the final voting window closes and whether the outstanding conditions might trigger automatic termination or require formal waivers under the merger agreement.

What changed: A Form 8-K current report identifying the creation of a direct financial obligation. WinVest Acquisition Corp. filed this report on June 15, 2026, disclosing that it drew down $30,000 on June 10, 2026 from a $180,000 unsecured promissory note previously issued to sponsor WinVest SPAC LLC on March 16, 2026. The company deposited the proceeds into its trust account, which extended the business combination termination date from June 17, 2026 to July 17, 2026. This drawdown represents the third of six permitted installments. The note bears no interest and matures upon the earliest of a business combination closing or liquidation. If liquidated without a combination, repayment occurs exclusively from funds outside the trust account. Any deposited extension funds distribute either to all public shareholders upon liquidation or to redeeming public shareholders upon consummation of a business combination. Why it matters: The extension mechanically shifts the redemption deadline forward by exactly one month, altering the timeline for shareholder voting or tender decisions without requiring new proxy solicitations beyond existing frameworks. Sponsor conduct remains aligned with the disclosed funding model, demonstrating continued capital deployment to sustain operations past the prior cutoff. The document contains no claims regarding customers, revenue, market size, strategic targets, technology, partnerships, or pending litigation. Personnel disclosures are limited to the certification by Chief Executive Officer and Chief Financial Officer Manish Jhunjhunwala. Because the extension capital resides in the trust account, it preserves per-share trust liquidity for redemption elections or liquidation distributions, and the non-recourse repayment structure limits sponsor downside risk.

What changed: A Form 8-K Current Report filed by WinVest Acquisition Corp. on June 1, 2026, reporting Item 1.01: Entry Into or Amendment of a Material Definitive Agreement. It officially discloses the execution of an Amended and Restated Business Combination Agreement dated May 26, 2026, which supersedes the December 2, 2025 agreement with Embed Financial Group Cayman Holdings and related merger subsidiaries. According to the registrant's disclosure, the parties amended the original merger pact to establish sponsored American depositary share facilities with The Bank of New York Mellon as depositary bank. The filing dictates that all outstanding Company Class A Shares and SPAC common stock (along with associated warrants and rights) will be cancelled and exchanged for Pubco Class A Ordinary Shares represented by ADSs at the effective time of the merger. The document also confirms that Pubco and the Company completed a share capital restructuring following the December 2, 2025 agreement date, subdividing and redesignating the Company’s authorized capital into 480,000,000 Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares. The SPAC and Pubco state they intend to file a Registration Statement on Form F-4, which will incorporate a preliminary proxy statement and prospectus for an upcoming special stockholder meeting. In the forward-looking statements section authored by Pubco and the SPAC, the parties explicitly list risk factors including 'the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue' and 'potential level of redemptions of the SPAC’s public stockholders.' Manish Jhunjhunwala, identified as Chief Executive Officer and Chief Financial Officer, executed the report on behalf of WinVest Acquisition Corp. Why it matters: This 8-K materially updates the transaction's settlement mechanics by codifying the ADS conversion pathway and finalizing the target's pre-merger equity baseline ahead of the formal proxy solicitation. The BNY Mellon depositary arrangement determines how public shareholders will hold, track, and trade combined-entity securities post-close, while the established capital structure of 480,000,000 Class A and 20,000,000 Class B ordinary shares locks the denominator for ownership allocation and dilution modeling before the shareholder vote. Management's documented concession that reliable financial data for forecasting revenue and capex remains unavailable alerts redemption participants to active due diligence gaps that could influence valuation assumptions once the definitive F-4 is distributed. While this filing does not amend the trust account composition, extend the liquidation timeline, or alter redemption windows, the routing of investor communications to external service domains (trefis.com and icrinc.com) rather than direct corporate channels indicates reliance on third-party valuation and investor relations infrastructure during this transition. Public shareholders awaiting the proxy statement should monitor the imminent F-4 filing for finalized voting records, redemption instructions, and any adjustments to foreign issuer structuring or tax consequences tied to the ADS exchange.

What changed: A Form 8-K filed as a Rule 425 written communication disclosing an amended and restated merger agreement for a proposed business combination. Pursuant to the Restated Business Combination Agreement executed on May 26, 2026, the filing establishes sponsored American depositary share (ADS) facilities with The Bank of New York Mellon as the depositary bank. Per the agreement, each outstanding share of SPAC common stock, warrant, and right will be cancelled or converted into the right to receive or acquire Pubco Class A Ordinary Shares represented by ADSs, and each outstanding Company Class A Share (excluding dissenting and excluded shares) will be cancelled and exchanged for the same ADS rights. The filing additionally confirms that, following the original December 2, 2025 agreement, the Company completed a corporate share capital subdivision that re-designated its authorized capital into exactly 480,000,000 Class A Ordinary Shares and exactly 20,000,000 Class B Ordinary Shares. SPAC and Pubco management stated they intend to file a Registration Statement on Form F-4 containing a preliminary Proxy Statement/Prospectus ahead of a special shareholder meeting to approve the transaction. Why it matters: The mechanical transition to an ADS framework dictates how public shareholders’ equity and derivatives will map post-close, which directly shapes the practical redemption pathway, settlement timing, and post-merger exchange listing mechanics once the definitive proxy is mailed. The explicit recitation of the target’s post-restructuring authorized capitalization (480,000,000 Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares) provides the mathematical baseline for estimating sponsor retainer retention, potential PIPE placement headroom, and base-case dilution ahead of the September 17, 2026 deadline. Because the filing’s forward-looking statements section and Item 9.01 risk disclosures expressly attribute future financial conditions, redemption level projections, market size parameters, and customer/revenue data to the forthcoming F-4 and definitive Proxy Statement, this document serves as structural and procedural groundwork rather than a valuation anchor. Investors tracking cash outflow mechanics and trust preservation should monitor the next SEC submission for actual enterprise value, financing commitments, and concrete redemption modeling.

What changed: Original Form F-417 with the registration number still blank on the cover. The registrant is EMBED FINANCIAL GROUP HOLDINGS (Cayman Islands, SIC 6199), formerly WinVest Holdings Corp., with co-registrants — not the SPAC, which is WinVest Acquisition Corp., a Delaware corporation. It registers 32,322,617 Pubco Class A ordinary shares including as ADSs, 22,400,000 Assumed Warrants and the 11,200,000 shares issuable on their exercise, under an Amended and Restated Business Combination Agreement dated May 26, 2026 restating the original agreement of December 2, 2025. Why it matters: The registered 32,322,617 figure is stated as a maximum assuming no redemption of WinVest public shares. A separate NTA Proposal would strike the $5,000,001 net tangible asset floor from WinVest's charter, and the filing states that if it passes and the Minimum Cash Condition is waived, all of the public shares could be redeemed. The redemption record behind that: at the November 2022 extension 9,606,887 public shares were redeemed at approximately $10.20, about $98.0 million; the June 2023 extension ran at $65,000 deposited per monthly extension. Founder Shares total 2,875,000.

What changed: Form 10-Q (Quarterly Report) for the three months ended March 31, 2026, filed by WinVest Acquisition Corp. (WINV), a SPAC in the process of consummating a business combination with Embed Financial Group Holdings (EFGH). Trust account decreased to $2,844,967 (from $3,087,211 at Dec 31, 2025), with redemption value per share of $14.29 (down from $14.47). On March 13, 2026, stockholders approved an extension of the termination date from March 17, 2026 to September 17, 2026, with monthly $30,000 deposits by the sponsor. Subsequent to quarter end, the company extended to June 17, 2026 (April and May payments). The company recorded a net loss of $166,306 for the quarter, compared to $708,544 in the prior year. Working capital deficit increased to $7,811,677. The sponsor issued an Eighth Extension Note for $180,000, with $30,000 drawn as of March 31, 2026. The company terminated its M&A advisory agreement with Chardan Capital Markets on January 15, 2026. On April 21, 2026, the sponsor re-affirmed $2.7 million in promissory notes to Xtribe Group LLC, payable only upon closing of the EFGH deal. A demand letter from Xtribe alleging breach of the terminated business combination agreement was received; the company denies the claims. Why it matters: The filing confirms the SPAC is burning cash and has a going concern qualification, with only $49,845 of operating cash and a large working capital deficit. The trust per share is $14.29, slightly below the $14.81 figure in the prompt, and the deadline is now June 17, 2026 (extendable to September 17). Continued sponsor support through extension notes and promissory notes is evident, but the sponsor's obligation to pay $2.7 million to Xtribe is contingent on closing the EFGH deal, adding a potential liability. The termination of the Chardan advisory agreement and the pending litigation risk from Xtribe are notable. The filing provides essential updates on redemption mechanics, trust value, and the precarious liquidity position.

What changed: A Form 8-K current report under Item 2.03 disclosing the creation of a direct financial obligation via a sponsored promissory note. As disclosed by WinVest Acquisition Corp., on March 16, 2026 the Company issued an unsecured promissory note for $180,000 to WinVest SPAC LLC. The note permits up to six equal drawdowns of $30,000, bears no interest, and matures at the earlier of Business Combination closing or liquidation. On May 10, 2026, the Company executed the third drawdown, causing the Sponsor to deposit $30,000 into the Trust Account to extend the Termination Date from May 17, 2026 to June 17, 2026. Why it matters: The one-month extension shifts the redemption voting window and postpones the mandatory liquidation trigger, directly affecting the timing of shareholder payout elections. As the registrant explained in the filing, any trust proceeds remaining after liquidation, or funds distributed to shareholders who elect redemption in connection with a Business Combination, will flow to the Public Share holders. Chief Executive Officer and Chief Financial Officer Manish Jhunjhunwala signed the report to validate these mechanics. The submission contains no operational data, target company information, revenue forecasts, or negotiation milestones.

What changed: Form 8-K Current Report under Item 2.03 regarding the creation of a direct financial obligation (an unsecured promissory note). The registrant disclosed that on April 10, 2026, the Sponsor deposited a second $30,000 installment from a total $180,000 lending facility into the Trust Account. This specific drawdown formally extends the business combination Termination Date from April 17, 2026 to May 17, 2026. Why it matters: The $30,000 payment directly adds to the Trust Account, incrementally supporting the per-share redemption value ahead of the April 17 deadline. As stated in the 8-K filed by WinVest Acquisition Corp., the loan bears no interest and matures upon the earlier of a deal closing or liquidation. The filing notes that proceeds will only be repaid from funds remaining outside the Trust Account if no business combination occurs, indicating that unitholders absorb the shortfall risk upon liquidation. The document confirms the Sponsor will provide up to six equal installments of $30,000, with this filing covering the second tranche, demonstrating management's active effort to prolong the search window through the newly set May 17, 2026 Termination Date.

What changed: An annual report (10-K) for WinVest Acquisition Corp., a blank check company that has not completed a business combination. The filing reports that during fiscal 2025, the proposed business combination with Xtribe was terminated. On December 2, 2025, the company entered a new Business Combination Agreement with Embed Financial Group Holdings (EFGH). The deadline to complete a business combination was extended to September 17, 2026, via stockholder votes and sponsor loans. The company's securities were delisted from Nasdaq on March 20, 2025, and now trade on OTC Markets. Why it matters: This filing is material because it confirms the termination of the Xtribe deal and the signing of a new, still-pending deal with EFGH. It provides critical redemption mechanics data: the date by which the trust must be liquidated if no deal closes (September 17, 2026, if fully extended). It also details the continuing sponsor loans to fund extensions and operating expenses, adding to the company's liabilities and raising the stakes for the sponsor to complete a deal. The identification of material weaknesses in internal controls and the Nasdaq delisting are significant red flags.

What changed: Draft Registration Statement Amendment No. 1 on Form F-4 containing a preliminary proxy statement/prospectus for a special meeting to approve a two-step business combination between WinVest Acquisition Corp. and Embed Financial Group Cayman Holdings (EFGH). This amendment supplements the registration statement with definitive merger mechanics, specifying that EFGH shareholders will receive Pubco Ordinary Shares representing an aggregate $425,000,000 Company Merger Consideration at $10.00 per share. Why it matters: The mechanics dictate immediate economic tradeoffs: the December 31, 2025 Trust Account balance supports an estimated $14.47 per share redemption price, but the mandatory $4,025,000 Deferred Discount assumption means unredeemed shares face severe dilution, with illustrative scenarios projecting negative remaining trust proceeds per share exceeding 25% redemption thresholds. The $5,000,001 net tangible asset condition tied to unspecified PIPE capital introduces significant closing risk, especially since no binding PIPE agreements exist and EFGH could independently waive the condition.

What changed: A Form 8-K current report documenting the stockholder-approved extension of WinVest Acquisition Corp.’s business combination deadline, the execution of a sponsor-funded promissory note to finance monthly trust deposits, corresponding amendments to the certificate of incorporation and investment management trust agreement, and associated post-vote share redemptions. According to the company’s March 17, 2026 8-K filing, stockholders holding 2,963,540 shares (representing approximately 95.75% of voting power) voted on March 13, 2026 to approve an Extension Amendment Proposal and a Trust Amendment Proposal. As disclosed in Item 5.07 of the filing, this extends the Termination Date from March 17, 2026 to April 17, 2026 and authorizes the board to trigger up to five additional one-month extensions through September 17, 2026 without further shareholder votes, contingent on depositing $30,000 into the Trust Account per extension. Per Exhibit 10.1 signed by Chief Executive Officer and Chief Financial Officer Manish Jhunjhunwala, the company issued an unsecured promissory note to Sponsor WinVest SPAC LLC for up to $180,000, payable in up to six $30,000 drawdowns, bearing no interest, and maturing upon the earlier of a Business Combination closing or company liquidation. In connection with the extension vote, Item 5.07 states that 14,086 Public Shares were redeemed at approximately $13.65 per share for an aggregate amount of approximately $192,276.22. Following these redemptions, approximately $2,811,251.63 remained in the Trust Account and 205,950 Public Shares stayed outstanding. Why it matters: The filing establishes a board-driven extension mechanism that replaces periodic shareholder votes with conditional board resolutions tied to sponsor drawdowns, directly controlling cash preservation per share while shrinking the public float to 205,950 shares. According to the promissory note terms attached as Exhibit 10.1, WinVest SPAC LLC explicitly waives all claims against the Trust Account, limiting recovery solely to outside-company funds if a deal fails, which structurally aligns sponsor risk with operational timelines while protecting trust liquidity for redeeming or surviving shareholders. The hard-coded September 17, 2026 deadline sets the absolute maximum window for consummating a Business Combination before mandatory liquidation triggers. The filing does not disclose any target acquisition, revenue projections, partnership announcements, or technology developments; all reported materiality centers on corporate governance adjustments, capital structure maintenance, and shareholder exit mechanics documented by the registrant and its sponsor.