Embed Financial Group Holdings Registers F-4 with U.S. SEC in Connection with Business Combination with WinVest Acquisition Ahead of Proposed U.S. Listing

Rhea-AI Summary

Embed Financial Group Holdings and WinVest Acquisition (NASDAQ:WINV) announced that Embed Financial Group Cayman Holdings has publicly filed a Form F-4 with the U.S. SEC for a proposed business combination and U.S. listing.

The transaction implies an enterprise value and total merger consideration of about USD425 million, payable in Pubco ordinary shares at US$10.00 per share. Upon closing, a new Cayman Islands holding company (“Pubco”) would become the parent of the combined group and intends to apply to list its Class A ordinary shares and warrants on the NYSE under the symbols “EFGH” and “EFGHW”. Completion depends on SEC effectiveness, shareholder approvals, NYSE listing approval, net tangible asset requirements, and other customary conditions, and may not occur.

Positive

• Proposed enterprise value and merger consideration of about USD425 million
• Merger consideration payable in Pubco shares at US$10.00 per share
• Pubco to become parent of combined Embed Financial and WinVest group
• Intended NYSE listing of Pubco Class A shares and warrants under EFGH and EFGHW

Negative

• Business combination subject to SEC effectiveness, multiple approvals and conditions
• No assurance the transaction will close on proposed terms or at all
• Securities in the Registration Statement cannot be sold until it becomes effective

Market Context

This announcement details a signed Business Combination Agreement between WinVest and EFGH, supporte...

Analysis

This announcement details a signed Business Combination Agreement between WinVest and EFGH, supported by a Form F-4 filing and a proposed NYSE listing at a US$425 million valuation. It formalizes terms such as the all-share Merger Consideration at US$10.00 per share and a two-step merger structure. Investors may focus on the SEC effectiveness process, required shareholder approvals, net tangible asset conditions, and any future updates on timelines or changes to agreed terms.

Key Figures

Pro forma valuation: US$425 million Enterprise value: USD425 million Merger Consideration: USD425 million +1 more

4 metrics

Pro forma valuation US$425 million Intended NYSE listing valuation for Pubco

Enterprise value USD425 million Proposed Business Combination valuation

Merger Consideration USD425 million Total consideration payable in Pubco ordinary shares

Issue price US$10.00 per share Price for Pubco ordinary shares in Merger Consideration

Previous Acquisition Reports

5 past events · Latest: Jun 18 (Neutral)

Same Type Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 18	Deadline extension	Neutral	+0.2%	Stockholder-approved extensions and $30,000 trust deposit to extend deadline.
May 14	Deadline extension	Neutral	+0.2%	One-month extension and $30,000 trust contribution under $180,000 note.
May 06	Meeting postponement	Neutral	+0.0%	Postponement of special meeting on proposed business combination.
Apr 14	Deadline extension	Neutral	-2.5%	Board-approved extension requiring $30,000 trust deposit from existing note.
Mar 13	Deadline extension	Neutral	-2.0%	Another one-month extension with $30,000 trust deposit from promissory note.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Acquisition- and combination-related updates have generally led to small moves, with occasional modest downside following extension announcements.

Recent Company History

Over the past year, WinVest’s news flow under the acquisition tag has centered on extending its termination date and adjusting timelines to complete an initial business combination. Multiple one-month extensions, each tied to $30,000 trust contributions and an unsecured $180,000 promissory note, produced mostly minor price reactions, with a couple of sharper declines. A postponed special meeting related to a prior proposed combination also saw limited movement. Today’s announcement of a new Business Combination and F-4 filing with EFGH follows this pattern of combination-focused milestones.

Key Terms

form f-4, special purpose acquisition company, proxy statement, prospectus, +4 more

8 terms

form f-4 regulatory

"publicly filed a Registration Statement on Form F-4 with the U.S. Securities"

Form F-4 is an official filing with the U.S. Securities and Exchange Commission used by non-U.S. companies when they offer securities in connection with mergers, acquisitions, exchange offers or similar transactions. It acts like a detailed product label or instruction manual that explains the deal, the securities being offered, financials, risks and voting requirements, and it matters to investors because it provides the essential facts needed to evaluate how the transaction could affect ownership, value and future returns.

special purpose acquisition company financial

"WinVest is a special purpose acquisition company ("SPAC") currently publicly"

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

proxy statement regulatory

"contains a preliminary proxy statement of WinVest and a prospectus relating"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

View in glossary

prospectus regulatory

"preliminary proxy statement of WinVest and a prospectus relating to, among"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

warrants financial

"ordinary shares, warrants and ordinary shares issuable upon exercise of the warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

merger consideration financial

"The total Merger Consideration is approximately USD425 million, payable in"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

business combination agreement regulatory

"Under the Business Combination Agreement among EFGH, WinVest and certain"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

net tangible assets financial

"the satisfaction of the net tangible assets condition; and other conditions"

Net tangible assets are what remains of a company’s physical, measurable assets (cash, buildings, equipment, inventory) after subtracting its debts and other obligations, excluding intangible items like goodwill, patents or brand value. For investors it provides a conservative snapshot of the company’s minimum real-world worth—like the resale value of all physical things after paying bills—and helps judge balance-sheet strength and downside risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Pubco intends to apply to list on the New York Stock Exchange – at a pro forma valuation of US$425 million – under the proposed symbols "EFGH" and "EFGHW" upon closing of the Business Combination.

SINGAPORE and NEW YORK, May 28, 2026 /PRNewswire/ -- Digital financial infrastructure company Embed Financial Group Cayman Holdings ("EFGH" or the "Company") today announced it has publicly filed a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission (the "SEC") in connection with a proposed business combination (the "Business Combination") with Delaware-registered WinVest Acquisition Corp. ("WinVest") ahead of a proposed listing on the New York Stock Exchange  ("NYSE") at an enterprise value of USD425 million.

Singapore-headquartered EFGH develops and operates sovereign-grade, national-scale financial internet ("finternet") infrastructure in Africa and Asia, while WinVest is a special purpose acquisition company ("SPAC") currently publicly traded on the U.S. OTC Market.

The Registration Statement contains a preliminary proxy statement of WinVest and a prospectus relating to, among other things, (i) the proposed Business Combination and (ii) the ordinary shares, warrants and ordinary shares issuable upon exercise of the warrants to be issued in connection with the Business Combination. The Registration Statement has not yet become effective, and the securities described therein may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective.

Under the Business Combination Agreement among EFGH, WinVest and certain merger subsidiaries, the Business Combination will be effected through a two-step merger pursuant to which EFGH and WinVest will each become wholly-owned subsidiaries of Pubco.

The shareholders of EFGH and the equity holders of WinVest will each receive Pubco securities in exchange for their respective shares pursuant to the terms of the Business Combination Agreement.

Upon the closing of the Business Combination, Embed Financial Group Holdings, a newly incorporated Cayman Islands exempted company ("Pubco"), shall become the parent of the combined company.

The total Merger Consideration is approximately USD425 million, payable in Pubco ordinary shares at an issue price of US$10.00 per share, subject to adjustment as set out in the Business Combination Agreement.

Pubco intends to apply to list its Class A ordinary shares and warrants on the NYSE under the symbols "EFGH" and "EFGHW", respectively, upon the closing of the Business Combination.

Completion of the Business Combination remains subject to customary closing conditions, including, among others, the SEC declaring the Registration Statement effective; approval by the stockholders of WinVest and the shareholders of EFGH; approval for listing of the Pubco Class A ordinary shares on the NYSE; the satisfaction of the net tangible assets condition; and other conditions set forth in the Business Combination Agreement. There can be no assurance that the conditions to closing will be satisfied or that the Business Combination will be consummated on the terms described or at all.

Ellenoff Grossman & Schole LLP is serving as U.S. legal counsel to EFGH, while Rajah & Tann Singapore LLP is serving as Singapore local counsel to EFGH. Paul Goodman of Cyruli Shanks & Zizmor LLP is serving as U.S. legal counsel to WinVest. D. Boral Capital is serving as the exclusive financial advisor and exclusive capital markets advisor to EFGH.

About Embed Financial Group Holdings (EFGH)

EFGH is a Singapore-headquartered digital financial infrastructure company building embedded payments, programmable protection, and sovereign digital systems across Asia and Africa. Operating under its "Finternet" strategy, EFGH works with governments, regulated financial institutions, and enterprise platforms to deploy infrastructure at national scale. It has operations in 10 countries and has entered into agreements to develop and operate four sovereign or nationally significant finternet projects. EFGH's finternet connects services, counterparties and workflows for a range of transactions without requiring end-users to adopt new platforms, interfaces or behaviors.

About WinVest Acquisition Corp.

WinVest Acquisition Corp. (OTC: WINV) is a publicly traded special purpose acquisition company incorporated in Delaware, formed for the purpose of effecting a merger, asset acquisition, share exchange, reorganization, or similar business combination with one or more businesses.

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation, sale or transfer would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Participants in the Solicitation

WinVest, Pubco, EFGH and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of WinVest in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination is contained in the Registration Statement. Investors and security holders may obtain additional information regarding such persons and their interests by reading the Registration Statement and the proxy statement/prospectus and other relevant materials to be filed with the SEC, when they become available. These documents can be obtained free of charge from the SEC's website at www.sec.gov. 

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target," "designed to" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the proposed Business Combination, the expected timing of the proposed Business Combination, the proposed listing of the Pubco securities on the New York Stock Exchange, and the anticipated benefits of the Business Combination. These statements are based on various assumptions and on the current expectations of EFGH's, Pubco's and WinVest's respective management and are not predictions of actual performance.

These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: the risk that the proposed Business Combination may not be completed in a timely manner or at all; the failure to satisfy the conditions to the consummation of the proposed Business Combination, including the SEC declaring the Registration Statement effective, the approval of the Business Combination Agreement by the stockholders of WinVest, and the satisfaction of the net tangible assets condition and other listing conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; the amount of redemption requests made by WinVest's public stockholders; the effect of the announcement or pendency of the proposed Business Combination on EFGH's business; risks related to EFGH's operations in Southeast Asia and Africa, including legal, regulatory and political conditions; the evolving regulation of digital assets, stablecoins and blockchain-based infrastructure; changes in applicable laws or regulations; the ability of the combined company to meet the New York Stock Exchange's listing standards; potential litigation relating to the Business Combination; and other risks and uncertainties indicated from time to time in the Registration Statement, including those under the heading "Risk Factors" therein, and in WinVest's other filings with the SEC.

There may be additional risks that EFGH, Pubco and WinVest do not presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect EFGH's, Pubco's and WinVest's expectations, plans or forecasts of future events and views as of the date of this press release. EFGH, Pubco and WinVest anticipate that subsequent events and developments will cause their assessments to change. While EFGH, Pubco and WinVest may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so, except as required by applicable law. These forward-looking statements should not be relied upon as representing EFGH's, Pubco's or WinVest's assessments as of any date subsequent to the date of this press release.

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SOURCE Embed Financial Group Holdings

FAQ

What did Embed Financial Group Holdings announce about its business combination with WinVest Acquisition (WINV)?

Embed Financial Group Cayman Holdings announced filing a Form F-4 for a proposed business combination with WinVest Acquisition. According to Embed Financial Group Holdings, the deal would create a new Cayman holding company (“Pubco”) as parent of the combined group upon closing.

What is the implied valuation of the Embed Financial and WinVest (WINV) business combination?

The proposed business combination implies an enterprise value and total merger consideration of about USD425 million. According to Embed Financial Group Holdings, this consideration is payable in Pubco ordinary shares priced at US$10.00 per share, subject to adjustments in the Business Combination Agreement.

On which exchange and under what symbols would Pubco from the Embed–WinVest (WINV) merger trade?

Pubco intends to apply to list its Class A ordinary shares and warrants on the NYSE. According to Embed Financial Group Holdings, the proposed trading symbols are “EFGH” for the shares and “EFGHW” for the warrants, effective upon closing.

What are the key closing conditions for the Embed Financial and WinVest (WINV) business combination?

Completion depends on several customary conditions being satisfied. According to Embed Financial Group Holdings, these include SEC effectiveness of the Form F-4, approvals from WinVest stockholders and EFGH shareholders, NYSE listing approval, a net tangible assets condition, and other agreed terms.

What securities are covered by the Form F-4 filed for the Embed–WinVest (WINV) transaction?

The Registration Statement includes a preliminary proxy and prospectus for shares and warrants issued in the business combination. According to Embed Financial Group Holdings, this covers ordinary shares, warrants, and ordinary shares issuable upon warrant exercise, once the registration becomes effective.

Can investors currently buy the Embed Financial Group Holdings Pubco securities related to the WinVest (WINV) merger?

The related securities cannot yet be sold or offered to investors. According to Embed Financial Group Holdings, offers and sales are prohibited until the Form F-4 Registration Statement becomes effective with the U.S. SEC and the transaction successfully closes.