WINV SEC filings, in plain English
Everything WinVest has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: WinVest Acquisition Corp. filed its definitive proxy statement (DEF 14A) on August 25, 2026, scheduling a virtual special stockholder meeting for September 15, 2026 at 11:00 a.m. Eastern Time. The company is seeking stockholder approval for three proposals: (1) an Extension Amendment Proposal to amend the Certificate of Incorporation to extend the Termination Date from September 17, 2026 to October 17, 2026, with up to five additional one-month extensions at the Sponsor's request, extending no later than March 17, 2027; (2) a Trust Amendment Proposal to amend the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company to extend the Liquidation Date on the same timeline; and (3) an Adjournment Proposal. The stated purpose is to allow additional time to consummate the previously announced Business Combination with Embed Financial Group Cayman Holdings, which was entered into on December 2, 2025. Per the terms, if the proposals are approved, the Sponsor (or its designee) will lend the company $30,000 per extension month via a non-interest-bearing, unsecured promissory note (up to $180,000 total), to be deposited into the Trust Account. If the Business Combination is completed, the note will be repaid; if not, it will be repaid only from funds outside the Trust Account or forfeited. The record date for voting is August 19, 2026, with 3,133,251 shares of Common Stock outstanding (258,251 Public Stock and 2,875,000 Founder Shares). The Initial Stockholders hold 91.8% of outstanding Common Stock and intend to vote in favor, meaning no Public Stock votes are required for approval. The Board unanimously recommends voting FOR all three proposals. Why it matters: This is an extension vote, not a business combination vote. The redemption deadline is 5:00 p.m. Eastern Time on September 13, 2026 (two business days before the September 15, 2026 stockholder meeting). Public stockholders may redeem shares for their pro rata portion of the Trust Account regardless of how they vote. The redemption price per share is approximately $15.16 as of August 25, 2026, based on approximately $3,122,654 in the Trust Account divided by outstanding Public Stock shares. The closing price of Public Stock on the OTC Markets on August 24, 2026 was $12.55 per share, meaning redemption would yield approximately $2.61 more per share than selling on the open market. WinVest was delisted from Nasdaq on March 20, 2025 after failing to complete a business combination by the Panel's March 17, 2025 deadline; its securities now trade on OTC Markets under tickers WINV, WINVR, WINVU, and WINVW. The Trust Account currently holds cash in an interest-bearing bank account at approximately 3.25% per annum (liquidated from U.S. government securities to avoid Investment Company Act regulation). The company has issued unsecured promissory notes in the aggregate principal amount of $4.22 million to the Sponsor. If the extension proposals fail and the Business Combination is not completed by September 17, 2026, the company will liquidate, redeem Public Stock at the pro rata Trust Account value, and warrants and rights will expire worthless. The Initial Stockholders have waived their right to participate in any liquidation distribution with respect to their 2,875,000 Founder Shares.
What changed vs 2026-02-26deadline 2026-09-17 → 2027-03-17combination deadline, trust account1 moved · 1 with no prior record of ours
- Combination deadline
- 2026-09-172027-03-17
- Trust account
- $10.9M · unchanged
SpacBrain reads this as 181 days later than the previous record.
The clause …“such date on a monthly basis for up to five times from October 17, 2026 to March 17, 2027. A copy of the proposed amendment is set forth in Annex B to the accompanying proxy statement. FOR ☐ AGAINST ☐ ABSTAIN ☐ Proposal No. 3 — The”…
The clause …“the IPO (the “Founder Shares”), and the Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 10,900,000 Private Placement Warrants exercisable for an aggregate of 5,450,000 shares of Common”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026. Trust account balance $2,952,818 ($14.81 per share, down from $14.47). Shares subject to redemption decreased to 205,950 from 220,036. Net loss narrowed to $275,598 from $1,000,101. Working capital deficit widened to $8,028,823, cash only $1,516. Extension notes balance $2,220,000. No new deal milestones; EFGH business combination still pending. Subsequent extension payments of $30,000 each in July and August 2026 to extend to September 17, 2026. Why it matters: Trust value per share remains above par, but deadline is September 17, 2026, with minimal cash and large working capital deficit. Sponsor continues funding extensions, but substantial doubt about going concern persists. Investors must monitor whether a deal closes or liquidation occurs.
What changed vs 2026-05-14trust $2.8M → $3.0M +4%trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $2.8M$3.0M
- Combination deadline
- 2026-09-17 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
- Redeemable shares
- 206K · unchanged
SpacBrain reads this as $107,851 was added to the trust between the two filings.
The clause …“42,989 - Total current assets 141,939 97,545 Cash and marketable securities held in Trust Account 2,952,818 3,087,211 Total assets 3,094,757 3,184,756 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) Current liabilities: Accounts payable and”…
The clause “026 Extension Amendment”) to extend the Termination Date from March 17, 2026 to September 17, 2026, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five”…
The clause …“Based on these circumstances, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern due to the uncertainty of liquidity requirements and the mandatory liquidation”…
The clause …“could borrow up to an aggregate principal amount of $ 300,000 , of which $ 300,000 was outstanding under the March 2021 Promissory Note as of June 30, 2026. The March 2021 Promissory Note is non-interest bearing and payable on the”…
The clause “01 , 100,000,000 shares authorized; 2,875,000 issued and outstanding (excluding 205,950 and 220,036 shares subject to possible redemption as of June 30, 2026 and December 31, 2025, respectively) 288 288 Additional paid-in capital - -”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Form 8-K current report (Item 2.03) disclosing the creation of a direct financial obligation via a promissory note to fund a SPAC extension. Per the registrant, on August 10, 2026, WinVest Acquisition Corp. drew the sixth $30,000 installment from a $180,000 unsecured promissory note issued to WinVest SPAC LLC and deposited it into the Trust Account, extending the Termination Date from August 17, 2026 to September 17, 2026. Why it matters: This deposit funds the mandatory monthly extension contribution, keeping the trust intact, halting shareholder redemptions, and deferring liquidation proceedings until September 17, 2026. The non-interest-bearing note matures upon the earlier of a business combination closing or liquidation, with repayment restricted to off-trust funds if no deal succeeds. Beyond confirming the updated redemption/liquidation deadline and sponsor funding mechanics, the document contains zero claims or updates regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: Preliminary proxy statement (PRE 14A) filed by WinVest Acquisition Corp. for a special meeting of stockholders to vote on a proposal to extend the deadline to complete an initial business combination from September 17, 2026 to October 17, 2026, with up to five additional monthly extensions to March 17, 2027, and to amend the related trust agreement. The filing discloses a new extension proposal (the eighth charter amendment and ninth trust amendment) requiring stockholder approval, with funding of $30,000 per month from the sponsor via a promissory note. It also confirms the previously announced business combination agreement with Embed Financial Group Cayman Holdings (signed December 2, 2025) and updates on the Nasdaq delisting and OTC Markets trading. Why it matters: The filing gives the exact redemption deadline and procedures for public stockholders ahead of the September 17, 2026 deadline, details the extension funding mechanism, confirms the target deal and its structure, and reveals that the sponsor and initial stockholders (91.8% of shares) will vote in favor, making approval certain while triggering a redemption opportunity. Trust per-share value is stated at approximately $14.81 (from the prompt; filing uses placeholders).
What changed: Form 8-K (Item 4.01 and Item 9.01) reporting a change in independent registered public accounting firm, accompanied by Exhibit 16.1 (the predecessor auditor’s consent letter). Per WinVest Acquisition Corp.’s Audit Committee, BCRG Group was dismissed and Simon & Edward LLP was appointed effective June 23, 2026, following S&E’s acquisition of BCRG’s attest business effective June 15, 2026. The filing contains no modifications to the merger timeline, redemption procedures, trust account mechanics, or sponsor extension rights; accounting services transition seamlessly to the acquiring firm. Why it matters: WinVest Acquisition Corp.’s disclosure and BCRG Group’s audit reports state that consolidated financial statements for fiscal years ended December 31, 2025 and 2024 included an explanatory paragraph indicating 'substantial doubt as to the Company’s ability to continue as a going concern.' Management further confirmed material weaknesses in internal control over financial reporting originally detailed in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. While the announced transaction, trust composition, and stated expiration calendar remain untouched, these historically qualified opinions and noted control deficiencies elevate diligence scrutiny for shareholders evaluating sponsor execution risk and combined-entity accounting readiness ahead of the shareholder vote.
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 vs 2026-02-10trust $3.0M → $2.8M -4%deadline 2026-03-17 → 2026-09-17shares 220K → 206K -6%trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $3.0M$2.8M
- Combination deadline
- 2026-03-172026-09-17
- Redeemable shares
- 220K206K
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
SpacBrain reads this as $131,245 left the trust between the two filings.
The clause …“38,495 - Total current assets 185,774 97,545 Cash and marketable securities held in Trust Account 2,844,967 3,087,211 Total assets 3,030,741 3,184,756 LIABILITIES AND STOCKHOLDERS (DEFICIT) Current liabilities: Accounts payable and”…
SpacBrain reads this as 184 days later than the previous record.
The clause “026 Extension Amendment ) to extend the Termination Date from March 17, 2026 to September 17, 2026, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five”…
SpacBrain reads this as 14,086 shares are no longer redeemable.
The clause “01 , 100,000,000 shares authorized; 2,875,000 issued and outstanding (excluding 205,950 and 220,036 shares subject to possible redemption as of December 31, 2025 and 2024, respectively) 288 288 Additional paid-in capital - - Accumulated”…
The clause …“Based on these circumstances, management has determined that there is substantial doubt about the Company s ability to continue as a going concern due to the uncertainty of liquidity requirements and the mandatory liquidation”…
The clause …“could borrow up to an aggregate principal amount of $ 300,000 , of which $ 300,000 was outstanding under the March 2021 Promissory Note as of March 31, 2026. The March 2021 Promissory Note is non-interest bearing and payable on the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2025-03-06trust $3.1M → $3.1M -2%deadline 2025-06-17 → 2026-09-17shares 259K → 220K -15%trust account, combination deadline, redeemable shares +33 moved · 3 with no prior record of ours
- Trust account
- $3.1M$3.1M
- Combination deadline
- 2025-06-172026-09-17
- Redeemable shares
- 259K220K
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
- Mandate language
- we may pursue an acquisition opportunity in any industry or … · unchanged
SpacBrain reads this as $57,496 left the trust between the two filings.
The clause …“- 97,078 Total current assets 97,545 195,078 Cash and marketable securities held in Trust Account 3,087,211 3,144,707 Total assets 3,184,756 3,339,785 LIABILITIES AND STOCKHOLDERS (DEFICIT) Current liabilities: Accounts payable and”…
SpacBrain reads this as 457 days later than the previous record.
The clause …“an Initial Business Combination. We can provide no assurances that an Initial Business Combination will be consummated prior to September 17, 2026. Our ability to consummate an Initial Business Combination is dependent on a variety of”…
SpacBrain reads this as 38,742 shares are no longer redeemable.
The clause “01 , 100,000,000 shares authorized; 2,875,000 issued and outstanding (excluding 220,036 and 258,778 shares subject to possible redemption as of December 31, 2025 and 2024, respectively) 288 288 Additional paid-in capital - - Accumulated”…
The clause …“accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. Our public stockholders may not be afforded an opportunity to vote on our proposed”…
The clause …“which we may borrow up to an aggregate principal amount of $300,000, of which $300,000 was outstanding under the March 2021 Promissory Note as of December 31, 2024 and 2023. The March 2021 Promissory Note is non-interest bearing and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: A draft Form F-4 registration statement and proxy statement/solicitation requesting WinVest stockholder approval for a two-step merger with Embed Financial Group Cayman Holdings (EFGH). This draft F-4 updates deal progress to a definitive Business Combination Agreement dated December 2, 2025, replacing a prior terminated Xtribe transaction. The document details merger terms valuing EFGH at an aggregate Company Merger Consideration of $425,000,000 issued at $10.00 per share. Why it matters: 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.
What changed: Definitive proxy statement (DEF 14A) for a special meeting of stockholders to vote on a charter extension, trust amendment, and adjournment proposal. WinVest Acquisition Corp. is asking stockholders to extend the deadline to complete an initial business combination from March 17, 2026 to April 17, 2026, with authority for the board to further extend monthly up to September 17, 2026 without additional stockholder votes. The trust agreement would be amended to match. The sponsor will fund each monthly extension with a $30,000 deposit via a non-interest bearing promissory note (up to $180,000 total). Public stockholders may redeem their shares at approximately $14.36 per share (based on trust value as of Feb 24, 2026) regardless of vote. Redemption deadline is March 11, 2026. The SPAC has been delisted from Nasdaq and now trades on OTC Markets. Why it matters: 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.
What changed vs 2025-08-29deadline 2026-03-17 → 2026-09-17combination deadline, trust account1 moved · 1 with no prior record of ours
- Combination deadline
- 2026-03-172026-09-17
- Trust account
- $10.9M · unchanged
SpacBrain reads this as 184 days later than the previous record.
The clause …“such date on a monthly basis for up to five times from April 17, 2026 to September 17, 2026. A copy of the proposed amendment is set forth in Annex B to the accompanying proxy statement. FOR AGAINST ABSTAIN Proposal No.”…
The clause “(the “Founder Shares”), and the Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 10,900,000 Private Placement Warrants exercisable for an aggregate of 5,450,000 shares of Common”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K (Item 2.03) reporting the creation of a direct financial obligation through the final drawdown of a sponsorship promissory note, executed to secure a corporate deadline extension. According to Chief Executive Officer and Chief Financial Officer Manish Jhunjhunwala, the registrant’s 'Termination Date' for consummating an initial business combination has moved from February 17, 2026, to March 17, 2026. On February 10, 2026, WinVest SPAC LLC deposited $30,000 into the Trust Account. This transaction completes the full principal balance of a $180,000 unsecured promissory note initiated on September 16, 2025, authorizing up to six equal drawdowns of $30,000 each. The note bears zero percent interest and matures upon the earlier of a business combination closing or corporate liquidation. Why it matters: 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.
What changed: WinVest Acquisition Corp. filed a preliminary proxy statement (PRE 14A) on 2026-02-13 for a special meeting of stockholders, seeking approval to extend the company's deadline to complete a business combination. The company proposes to extend its termination date from March 17, 2026 to April 17, 2026, with the ability to extend month-by-month up to five more times until September 17, 2026, without further stockholder vote. This requires amendments to its certificate of incorporation (Proposal 1) and its trust agreement (Proposal 2). Each extension requires the Sponsor to lend $30,000 to be deposited into the trust account, under a promissory note of up to $180,000. The proxy also includes an adjournment proposal (Proposal 3). The company notes it has entered into a Business Combination Agreement dated December 2, 2025 with Embed Financial Group Cayman Holdings and certain Singapore entities, and that a stockholder vote on that business combination is not being sought at this meeting. The company discloses that it missed prior deadlines (including a Nasdaq delisting effective March 20, 2025) and is now trading on OTC Markets under 'WINV'. The initial stockholders, holding ~91.8% of shares, intend to vote for the proposals, meaning approval is expected without any public stockholder votes. Public stockholders may redeem their shares in connection with the Charter Extension. The filing includes various placeholder figures (e.g., meeting date, redemption price) and identified risk factors including limited liquidity, potential excise taxes, and uncertainty about listing on Nasdaq following a business combination. Why it matters: 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.
What changed: Quarterly report on Form 10-Q for WinVest Acquisition Corp. for the period ended September 30, 2025, filed February 10, 2026. The Xtribe business combination was terminated on December 2, 2025; a new business combination agreement with Embed Financial Group Cayman Holdings was entered on December 2, 2025 but not yet consummated. The deadline to complete a business combination is February 17, 2026 following the September 2025 extension to March 17, 2026 and subsequent monthly extensions. Trust fell to $2,976,212 at Sept 30, 2025 from $3,144,707 at Dec 31, 2024 after 38,215 shares were redeemed at $13.37 for $511,042 at the September 2025 extension vote. Remaining public shares: 220,036. Accumulated deficit deepened to $(11,586,946). Working capital deficit: $(7,463,939). Cash at zero. Reliance on sponsor loans continues; $1,950,000 in extension notes, $1,600,797 in promissory notes outstanding. A demand letter from Xtribe asserting breach of the terminated agreement was received Dec 17, 2025; management denies the claim. Why it matters: 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.
What changed vs 2026-02-04trust $3.4M → $3.0M -12%shares 258K → 220K -15%trust account, redeemable shares, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $3.4M$3.0M
- Redeemable shares
- 258K220K
- Combination deadline
- 2026-03-17 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
SpacBrain reads this as $394,265 left the trust between the two filings.
The clause …“97,078 Total current assets 147,432 195,078 Cash and marketable securities held in Trust Account 2,976,212 3,144,707 Total assets 3,123,644 3,339,785 LIABILITIES AND STOCKHOLDERS (DEFICIT) Current liabilities: Accounts payable and”…
SpacBrain reads this as 38,215 shares are no longer redeemable.
The clause “01 , 100,000,000 shares authorized; 2,875,000 issued and outstanding (excluding 220,036 shares subject to possible redemption as of September 30, 2025 and December 31, 2024, respectively) 288 288 Additional paid-in capital - - Accumulated”…
The clause “Extension Amendment is approved, we can provide no assurances that the Initial Business Combination will be consummated prior to March 17, 2026. Our ability to consummate any Initial Business Combination is dependent on a variety of”…
The clause …“Based on these circumstances, management has determined that there is substantial doubt about the Company s ability to continue as a going concern due to the uncertainty of liquidity requirements and the mandatory liquidation”…
The clause …“could borrow up to an aggregate principal amount of $ 300,000 , of which $ 300,000 was outstanding under the March 2021 Promissory Note as of September 30, 2025 and December 31, 2024. The March 2021 Promissory Note is non-interest”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed February 4, 2026, by blank-check company WinVest Acquisition Corp. (WINV). The company terminated its business combination agreement with Xtribe on December 2, 2025, and simultaneously entered a new Business Combination Agreement with Embed Financial Group Cayman Holdings. The trust account balance at March 31, 2025 was $3,260,834 (redemption value $12.98 per share), down from $3,144,707 at December 31, 2024, reflecting additional redemptions in subsequent periods. The deadline to complete a business combination was extended to February 17, 2026 (with potential to extend to March 17, 2026). The company disclosed a material weakness in internal control over financial reporting related to improper use of trust interest and tax filing errors. A demand letter was received from Xtribe alleging breach of the terminated agreement; the company denies the claims. Why it matters: 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.
What changed vs 2024-11-14trust $5.8M → $3.3M -44%deadline 2025-06-17 → 2026-03-17shares 492K → 259K -47%trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $5.8M$3.3M
- Combination deadline
- 2025-06-172026-03-17
- Redeemable shares
- 492K259K
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
SpacBrain reads this as $2,532,795 left the trust between the two filings.
The clause “71,268 97,078 Total current assets 169,282 195,078 Cash and money market funds held in Trust Account 3,260,834 3,144,707 Total assets 3,430,116 3,339,785 LIABILITIES AND STOCKHOLDERS (DEFICIT) Current liabilities: Accounts payable and”…
SpacBrain reads this as 273 days later than the previous record.
The clause “Extension Amendment is approved, we can provide no assurances that the Initial Business Combination will be consummated prior to March 17, 2026. Our ability to consummate any Initial Business Combination is dependent on a variety of”…
SpacBrain reads this as 233,555 shares are no longer redeemable.
The clause “01 , 100,000,000 shares authorized; 2,875,000 issued and outstanding (excluding 258,778 shares subject to possible redemption as of March 31, 2025 and December 31, 2024, respectively) 288 288 Additional paid-in capital - - Accumulated”…
The clause …“Based on these circumstances, management has determined that there is substantial doubt about the Company s ability to continue as a going concern due to the uncertainty of liquidity requirements and the mandatory liquidation”…
The clause …“could borrow up to an aggregate principal amount of $ 300,000 , of which $ 300,000 was outstanding under the March 2021 Promissory Note as of March 31, 2025 and December 31, 2024. The March 2021 Promissory Note is non-interest”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 10-Q (Quarterly Report) for WinVest Acquisition Corp., filed February 4, 2026, for the quarterly period ended June 30, 2025. This is a routine SEC compliance filing containing unaudited financial statements and management discussion. The Xtribe business combination was terminated on December 2, 2025, and a new business combination with Embed Financial Group Cayman Holdings was entered on the same date, though not yet consummated as of filing. Trust value was $3,370,477 at June 30, 2025, with 258,251 public shares subject to redemption at $13.40 per share. The company had $0 in operating cash and a working capital deficit of $7,045,944. Net loss for six months was $1,000,101. The company has received a demand letter from Xtribe claiming breach, which the company denies. The company is extending monthly with sponsor deposits of $30,000 and has extended to February 17, 2026. Why it matters: 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.
What changed vs 2026-02-04trust $3.3M → $3.4M +3%shares 259K → 258K -0%trust account, redeemable shares, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $3.3M$3.4M
- Redeemable shares
- 259K258K
- Combination deadline
- 2026-03-17 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
SpacBrain reads this as $109,643 was added to the trust between the two filings.
The clause …“97,078 Total current assets 153,632 195,078 Cash and marketable securities held in Trust Account 3,370,477 3,144,707 Total assets 3,524,109 3,339,785 LIABILITIES AND STOCKHOLDERS (DEFICIT) Current liabilities: Accounts payable and”…
SpacBrain reads this as 527 shares are no longer redeemable.
The clause “01 , 100,000,000 shares authorized; 2,875,000 issued and outstanding (excluding 258,251 shares subject to possible redemption as of June 30, 2025 and December 31, 2024, respectively) 288 288 Additional paid-in capital - - Accumulated”…
The clause “Extension Amendment is approved, we can provide no assurances that the Initial Business Combination will be consummated prior to March 17, 2026. Our ability to consummate any Initial Business Combination is dependent on a variety of”…
The clause …“Based on these circumstances, management has determined that there is substantial doubt about the Company s ability to continue as a going concern due to the uncertainty of liquidity requirements and the mandatory liquidation”…
The clause …“could borrow up to an aggregate principal amount of $ 300,000 , of which $ 300,000 was outstanding under the March 2021 Promissory Note as of June 30, 2025 and December 31, 2024. The March 2021 Promissory Note is non-interest”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K Current Report filed pursuant to Item 2.03, disclosing the execution and drawdown of a direct financial obligation (an unsecured promissory note from the sponsor) to secure a temporary extension of the SPAC deadline. Per the 8-K filed by WinVest Acquisition Corp. and signed by Chief Executive Officer and Chief Financial Officer Manish Jhunjhunwala, the Company executed the fifth drawdown of $30,000 under a $180,000 promissory note owed to WinVest SPAC LLC. The Sponsor deposited the $30,000 into the Trust Account, extending the Termination Date from January 17, 2026 to February 17, 2026. The filing notes the note carries zero interest, matures upon the earlier of a Business Combination closing or liquidation, and permits up to six equal installments of $30,000. In a liquidation without a deal, the note is repayable only from assets remaining outside the Trust Account. Why it matters: 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.
What changed: A Form 8-K current report filed under Item 2.03, formally disclosing the creation of a direct financial obligation through an unsecured promissory note and documenting the execution of a fourth corporate extension. WinVest Acquisition Corp. reported that on December 10, 2025, it exercised the fourth drawdown of $30,000 under a $180,000 unsecured promissory note issued to its sponsor, WinVest SPAC LLC. The filing states the sponsor deposited this sum into the Trust Account to secure an extension of the Termination Date from December 17, 2025, to January 17, 2026. The registrant outlines that the promissory note permits up to six equal drawdowns of $30,000, carries no interest obligation, and matures upon the earlier of a Business Combination closing or the Company’s liquidation. The filing explicitly states that if the Company does not consummate a Business Combination, the note will be repaid only from amounts remaining outside the Trust Account. Manish Jhunjhunwala, identified as Chief Executive Officer and Chief Financial Officer, signed the report. Why it matters: 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.
What changed: A Form 8-K filed by WinVest Acquisition Corp. (WINV) to announce a definitive Business Combination Agreement with Embed Financial Group Cayman Holdings ('EFGH'), along with ancillary agreements. The document includes the full merger agreement itself (Exhibit 2.1), which contains extensive representations, warranties, and covenants. This filing announces a new deal. WINV entered into a business combination to acquire EFGH, a Singapore-headquartered 'Finternet' infrastructure company operating in Africa and Asia, at a $425 million enterprise value. SPAC shareholders will get one Pubco share per SPAC share. The target's sole shareholder has signed voting and lock-up agreements. Sponsor insider shares get a 6-month lockup from closing. The agreement has a June 30, 2026 outside date and requires at least $5,000,001 of net tangible assets at closing. Why it matters: 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'.
What changed: An 8-K Current Report filed on December 10, 2025, announcing the execution of a definitive Business Combination Agreement on December 2, 2025, under which WinVest Acquisition Corp. will combine with Embed Financial Group Cayman Holdings via a double merger structure, with the target valued at $425 million. A definitive Business Combination Agreement was signed. The target's shareholders will receive aggregate consideration of 42,500,000 Pubco ordinary shares valued at $425 million ($10.00 per share). SPAC shareholders will receive one Pubco Class A ordinary share per SPAC share. The trust account held at least $3,144,000 as of the agreement date. Closing conditions include SPAC stockholder approval, SEC effectiveness of Form F-4, Nasdaq listing, and net tangible assets of at least $5,000,001. Termination date is June 30, 2026, extendable. Sponsor and insider shares subject to 6-month lock-up after closing. Target's sole shareholder also subject to 6-month lock-up and agreed to vote in favor. Why it matters: 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.
What changed: A Form 8-K current report classified under Item 2.03 as the creation of a direct financial obligation or off-balance sheet arrangement. The registrant disclosed that on November 7, 2025, it effected the third drawdown of $30,000 from a $180,000 unsecured promissory note issued to sponsor WinVest SPAC LLC and caused the sponsor to deposit that sum into the Trust Account. This funding action extends the business combination termination date from November 17, 2025 to December 17, 2025. The filing specifies the note carries no interest, matures upon the earlier of business combination closing or company liquidation, allows principal drawings in up to six equal installments of $30,000, and mandates that any repayment upon liquidation comes solely from amounts outside the Trust Account. Chief Executive Officer and Chief Financial Officer Manish Jhunjhunwala signed the report on behalf of WinVest Acquisition Corp. Why it matters: 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.
What changed: SEC Form 8-K current report under Item 4.01 disclosing a change in independent registered public accounting firm. WinVest Acquisition Corp. filed this 8-K to report that on October 21, 2025, it dismissed Marcum LLP / CBIZ as its independent registered public accounting firm and immediately engaged BCRG Group for fiscal years ending December 31, 2023, 2024, and 2025. According to the Item 4.01 text, Marcum’s audit reports for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain adverse or disclaimer opinions but instead 'expressed substantial doubt regarding the Company’s ability to continue as a going concern.' The filing also references a material weakness in internal control over financial reporting previously disclosed in the company’s Annual Report on Form 10-K for the year ended December 31, 2024. Management stated there were no disagreements with Marcum on accounting principles, financial statement disclosures, or auditing scope that would have caused a modification to their reports. The registrant confirmed it has not consulted BCRG Group on specified transactions or accounting applications prior to the appointment. Exhibit 16.1 attaches Marcum’s written response to the SEC affirming agreement with the company’s statements. Why it matters: 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.
What changed: Form 8-K Current Report filed under Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant). The Company states that WinVest SPAC LLC provided a second $30,000 drawdown from the $180,000 unsecured promissory note originally issued on September 16, 2025. The Company caused the Sponsor to deposit this $30,000 into the Trust Account on October 10, 2025, which extends the Termination Date from October 17, 2025, to November 17, 2025. The Promissory Note bears no interest, permits draws in up to six equal amounts of $30,000, and mandates repayment only from non-trust assets if no Business Combination occurs. The filing, executed by Chief Executive Officer and Chief Financial Officer Manish Jhunjhunwala, specifies the deposited sums will be distributed to Public Shareholders upon liquidation or to redeeming shareholders upon deal consummation. The filing contains no disclosures regarding target acquisition progress, revenue, customers, technology, partnerships, or litigation. Why it matters: 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.
What changed: A Form 8-K Current Report announcing stockholder approval of a corporate charter and trust agreement extension, recording accompanying share redemptions, the execution of a sponsor promissory note, and corresponding amendments to the company’s termination and liquidation timelines. At a special meeting on September 16, 2025, the Company reported that holders of 2,847,365 shares representing approximately 90.9% of the voting power unanimously approved the Extension Amendment Proposal and Trust Amendment Proposal. In connection with the vote, the Company stated that holders of 38,215 Public Shares exercised their right to redeem shares at approximately $13.37 per share, for an aggregate redemption amount of approximately $511,042.04. Following these redemptions, approximately $2,942,500.21 remained in the Trust Account and 220,036 Public Shares remained outstanding. The filing extends the Termination Date from September 17, 2025 to October 17, 2025, and permits future monthly extensions via board resolution upon Sponsor request, capping at March 17, 2026, conditioned on depositing $30,000 per extension. On September 16, 2025, the Sponsor deposited an initial $30,000 into the Trust Account, triggering the first draw under an unsecured, non-interest-bearing Promissory Note issued to WinVest SPAC LLC for up to $180,000. Beyond these mechanics, the filing contains no new claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation. The press release attached as Exhibit 99.1 describes WinVest Acquisition Corp. only as a blank check company formed to effect a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination. Exhibit 10.2 notes that $116,150,000 was originally placed in the Trust Account from the IPO and sale of Private Warrants, and identifies Manish Jhunjhunwala as Chief Executive Officer and Chief Financial Officer, with Jeff LeBlanc as Sponsor Manager, and Francis Wolf as Trustee Vice President. Why it matters: 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.
What changed: Definitive Proxy Statement (DEF 14A) filed by WinVest Acquisition Corp. to solicit stockholder votes on proposals to extend the deadline for its business combination with Xtribe PLC. The filing proposes to amend the certificate of incorporation and trust agreement to extend the deadline for an initial business combination from September 17, 2025 to October 17, 2025, with the ability to further extend monthly up to five times until March 17, 2026. It provides the current trust account value of approximately $3,447,797 (implying a per-share redemption price of ~$13.35 as of August 28, 2025), details redemption rights (deadline September 12, 2025), and discloses that the company was delisted from Nasdaq and now trades on OTC Markets. The sponsor will lend $30,000 per month via a promissory note for trust deposits. The filing also notes that the sponsor holds 91.8% of shares, ensuring passage of the proposals. Why it matters: 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.
What changed vs 2025-06-02deadline 2025-09-17 → 2026-03-17combination deadline, trust account1 moved · 1 with no prior record of ours
- Combination deadline
- 2025-09-172026-03-17
- Trust account
- $10.9M · unchanged
SpacBrain reads this as 181 days later than the previous record.
The clause …“Charter Extension is approved, we can provide no assurances that an initial business combination (including the Business Combination) will be consummated prior to March 17, 2026. Our ability to consummate any initial business”…
The clause “(the “Founder Shares”), and the Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 10,900,000 Private Placement Warrants exercisable for an aggregate of 5,450,000 shares of Common”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K current report containing an attached press release announcing the indefinite postponement of a special meeting of stockholders. According to the filing, WinVest Acquisition Corp. delayed its special meeting originally scheduled for 11:00 a.m., Eastern Time, on August 22, 2025, to an unspecified later date, while maintaining a September 30, 2025, record date. The company states that a sufficient number of stockholders have already voted to approve the proposed business combination with Xtribe PLC and its British Virgin Islands subsidiaries, but notes that 'all of the conditions to effect the closing of the Business Combination have not yet been satisfied.' As a direct result, the deadline for holders to submit shares for redemption is extended to 5:00 p.m., Eastern Time, on the day that is two business days before the rescheduled Special Meeting. Stockholders may withdraw previously submitted redemption requests prior to the meeting through transfer agent Continental Stock Transfer & Trust Company. Why it matters: 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 filed as a Rule 425 written communication containing a press release detailing procedural changes to a stockholder vote on a proposed business combination. The Special Meeting originally scheduled for 11:00 a.m., Eastern Time, on August 22, 2025, has been postponed to a later date to be determined by the Board of Directors, establishing a new proxy record date of September 30, 2025. As a direct result, the deadline for holders of common stock issued in the initial public offering to submit shares for redemption is extended to 5:00 p.m., Eastern Time, on the day that is two business days before the rescheduled Special Meeting. Stockholders who previously submitted redemption requests may withdraw them at any time prior to the meeting by instructing the transfer agent, Continental Stock Transfer & Trust Company, to return those shares. Why it matters: The attached press release reports that a sufficient number of stockholders have already voted to approve the proposed Business Combination with Xtribe PLC and its British Virgin Islands subsidiaries, but explicitly notes that all conditions to effect the closing remain unsatisfied, which prompted the postponement to permit additional time for resolution. This extension materially alters the redemption calendar and trust distribution timeline, preserving investor liquidity options and withdrawal rights while delaying final merger execution pending the Board's announcement of a new meeting date. The filing also attributes to the registrant standard forward-looking risk disclosures regarding potential regulatory delays, failure to satisfy Nasdaq listing standards, management distraction, and adverse impacts on customer retention and key personnel hiring associated with the transaction.
What changed: Preliminary proxy statement (PRE 14A) filed by WinVest Acquisition Corp. for a special meeting of stockholders to consider amendments extending the deadline to complete its initial business combination with Xtribe PLC. Proposes amending the certificate of incorporation and trust agreement to extend the termination date from September 17, 2025 to October 17, 2025, with the ability for up to five additional monthly extensions (each $30,000 deposit from sponsor) through March 17, 2026. Also includes an adjournment proposal. Provides redemption rights to public stockholders at trust value per share (currently ~$14.81). Why it matters: Without the extension, WinVest would be forced to liquidate and return trust proceeds to public stockholders, ending the Xtribe acquisition. The charter extension gives time to close the deal, but the company is already delisted from Nasdaq (now trading OTC), creating risk that the combined company cannot meet Nasdaq listing conditions. The sponsor (91.8% owner) controls the vote, so approval is certain; public holders can choose to redeem at trust value or stay. Trust funds are held in cash yielding ~3.25%.
What changed: SEC Form 12b-25 Notification of Late Filing, a routine compliance exhibit notifying the Commission that WinVest Acquisition Corp. cannot timely submit its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025. According to Manish Jhunjhunwala, serving as Chief Executive Officer, Chief Financial Officer, and Director, the registrant required additional time to finalize financial statements needed for the June 30, 2025 quarterly report. The filing simultaneously acknowledges a previously untimely 10-Q for the period ended March 31, 2025. Why it matters: As represented by the registrant's management, repeated delinquencies in filing mandatory periodic reports signal recurring accounting, audit, or internal-control bottlenecks under sponsor administration. For investors monitoring the September 17, 2026 business combination deadline, consecutive late 10-Qs may obscure trust fund activity, complicate accurate redemption price calculations, and delay required shareholder disclosures before a vote.
What changed: A Form 8-K current report (disclosing Items 2.03 and 7.01) accompanied by a furnished press release (Exhibit 99.1) announcing an extension of the business combination termination date, the final drawdown on a sponsor promissory note, and a corresponding deposit into the trust account. According to the Board of Directors and the attached press release, the termination date for consummating an initial business combination has been extended by one month from August 17, 2025 to September 17, 2025. Per the filing, the company executed the third drawdown of $30,000 under a total $90,000 unsecured, non-interest-bearing promissory note previously issued to sponsor WinVest SPAC LLC on June 16, 2025. The company deposited the $30,000 into the trust account to fund the extension. The document states that each $30,000 drawdown represented approximately $0.116 per unredeemed public share. The note matures upon the earlier of a business combination closing or the company’s liquidation, and proceeds are earmarked for public shareholders upon liquidation or redemption. The report was formally signed by Manish Jhunjhunwala, identified as both Chief Executive Officer and Chief Financial Officer. Why it matters: This filing establishes September 17, 2025 as the new hard deadline governing shareholder redemption rights and the commencement of a mandatory liquidation period if no merger is finalized. It confirms sponsor conduct matched the previously disclosed financing structure, as the full $90,000 commitment has now been exhausted across three equal tranches to secure consecutive monthly extensions. Beyond the mechanics, the press release reiterates forward-looking statement disclaimers typical of shell companies, defines the registrant’s operational scope around real estate and construction (Standard Industrial Classification 6770), and explicitly states the company disclaims any obligation to update expectations except as legally mandated.
What changed: A Form 8-K current report filed pursuant to Rule 425 under the Securities Act of 1933, functioning as a written communication announcing the third consecutive adjournment of WinVest Acquisition Corp.'s special stockholder meeting and formally extending the deadline to redeem shares in connection with the proposed business combination. According to the filing, WinVest Acquisition Corp. adjourned its special meeting without conducting business for a third time, resetting the reconvened meeting date to Friday, August 22, 2025, at 11:00 a.m. Eastern Time. Correspondingly, the Company states that the redemption deadline is extended to 5:00 p.m. Eastern Time on Wednesday, August 20, 2025. The document confirms that stockholders who wish to withdraw previously submitted redemption requests may do so prior to the meeting by directing Continental Stock Transfer & Trust Company to return their shares. The underlying transaction documents, including the Form F-4 registration statement declared effective on March 31, 2025, remain unchanged. Why it matters: The repeated scheduling delays indicate difficulty in securing sufficient proxy support or shareholder approvals to consummate the merger with Xtribe P.L.C. and its British Virgin Islands subsidiary, Xtribe BVI. By extending the redemption window, the Company allows additional time for investors to liquidate their positions before voting. The compression of the calendar between the August 20 redemption cutoff and the August 22 meeting heightens settlement complexity and cash management pressure for the combined entity post-close. In its cautionary statements, the Company warns that external factors, regulatory approvals, or failure to meet Nasdaq listing standards could derail the transaction. Management specifically flags risks around Xtribe's ability to manage growth, retain customers, hire key personnel, and successfully integrate operations. The report is signed by Manish Jhunjhunwala, identified as Chief Executive Officer and Chief Financial Officer.
What changed: A Current Report on Form 8-K (Item 8.01 Other Events) notifying investors of the procedural adjournment of a special meeting of stockholders. The special meeting initially convened on May 30, 2025, reconvened and was adjourned to June 27, 2025, reconvened and adjourned to July 25, 2025, and reconvened and adjourned once more. The meeting is scheduled to reconvene on Friday, August 22, 2025, at 11:00 a.m., Eastern Time. Due to this adjournment, the deadline for holders to submit shares for redemption in connection with the proposed business combination with Xtribe P.L.C. is extended to 5:00 p.m., Eastern time, on Wednesday, August 20, 2025. Stockholders may withdraw previously submitted redemption requests prior to the meeting by directing Continental Stock Transfer & Trust Company to return the shares. No changes are reported to the location, record date, or proposal structure, and no modifications to the stated trust value per share or final business combination deadline are disclosed. Why it matters: The repeated adjournments without conducting business demonstrate that management has not yet secured sufficient proxy support to pass the required resolutions, extending timeline risk into late summer. Regarding substance, the filing contains no new operational metrics, revenue forecasts, market size estimates, technology roadmaps, partnership announcements, litigation updates, or personnel changes. The only forward-looking assertions are standardized cautionary statements regarding risks to completion, including the possibility that regulators may prohibit or delay approval, that Nasdaq listing standards might not be met, that Xtribe could fail to execute its business plan or manage growth, and that the transaction could disrupt management focus or impair the ability to retain customers, key personnel, and supplier relationships. These warnings are explicitly attributed by the Company to the inherent uncertainties of merging, and all procedural dates and corporate identifiers are sourced from the July 25, 2025 filing executed by Chief Executive Officer and Chief Financial Officer Manish Jhunjhunwala.
What changed: A Delisting Determination notice from The Nasdaq Stock Market, LLC to WinVest Acquisition Corp., formally communicating the Exchange’s decision to remove the company’s securities from listing pursuant to Nasdaq compliance procedures. Nasdaq Staff determined the company no longer qualified for listing under Listing Rule IM-5101-2. After the Company exercised an appeal right on September 24, 2024, and a hearing was held on November 12, 2024, the Listing Qualifications Hearings Panel issued a Decision letter on December 17, 2024. On January 27, 2025, Staff issued an Additional Staff Delist Determination Letter citing a violation of Listing Rule 5620(a). The Panel subsequently determined to delist the company on March 18, 2025, after which securities were suspended on March 21, 2025. The Staff determination became final on May 2, 2025, with the official delisting communication dated July 11, 2025, and removal effective at the opening of trading on July 28, 2025. No amendments to redemption windows, trust distribution mechanics, extension provisions, or the governing charter deadline are addressed. Why it matters: The Exchange and Nasdaq Staff cited compliance failures under Listing Rule IM-5101-2 and Listing Rule 5620(a), indicating governance, financial reporting, or listing standard deficiencies that sponsors must address to maintain investor confidence and satisfy merger counterparties. Delisting removes secondary market liquidity and daily price discovery, complicating shareholder communications, proxy solicitation, and potential PIPE financing prior to a deSPAC closing. While the statutory business combination window remains unaffected, sustained unlisted status increases execution risk, potentially pressures sponsor capital commitments, and may trigger additional covenants or holdback requirements from acquisition targets seeking future exchange eligibility.
What changed: A Form 8-K Current Report disclosing the creation of a direct financial obligation and reporting a one-month extension of the business combination termination date. WinVest Acquisition Corp. announced that on July 16, 2025, it drew down the second of three equal payments of $30,000 from a $90,000 unsecured promissory note issued to its sponsor, WinVest SPAC LLC. The sponsor deposited these funds into the Trust Account, which extended the Termination Date from July 17, 2025 to August 17, 2025. Each $30,000 payment represents approximately $0.116 per unredeemed Public Share. The promissory note bears no interest and will mature upon the earlier of a business combination closing or the company's liquidation. Why it matters: The filing confirms the next mandatory redemption window is now August 17, 2025, giving investors another month to decide whether to keep their shares or cash them out at trust value. It also demonstrates ongoing sponsor commitment to keeping the shell alive, as the full maximum loan of $90,000 could be added to the trust balance if all three draws are utilized. Because the note is unsecured and repayable only from non-trust funds upon liquidation, sponsor risk aligns with shareholder capital preservation during this extension period.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.