WinVest Acquisition Corp. (WINV) made its second drawdown of $30,000 under an unsecured, non-interest-bearing promissory note from its sponsor, WinVest SPAC LLC. The sponsor deposited the funds into the Trust Account in connection with extending the deadline to complete an initial business combination from October 17, 2026 to November 17, 2026.
The sponsor agreed to lend up to $180,000 under the note, drawable in up to six equal amounts of $30,000. The note matures at the earlier of a business-combination closing or liquidation; if no business combination is completed, repayment is limited to funds remaining outside the Trust Account, if any.
WinVest Acquisition Corp. (WINV) obtained stockholder approval on September 15, 2026 to amend its Investment Management Trust Agreement, extending the Trust Account liquidation date from September 17, 2026 to October 17, 2026 and permitting up to five additional one‑month extensions to March 17, 2027, with $30,000 to be deposited into the Trust Account for each extension. Stockholders also approved an amendment to the certificate of incorporation to extend the SPAC’s business combination termination date on the same monthly schedule, by board resolution if requested by the sponsor. On September 16, 2026, the company issued an unsecured $180,000 promissory note to its sponsor to fund potential extension payments; the note bears no interest and is repayable upon a business combination closing or from funds outside the Trust Account if the company liquidates.
WinVest Acquisition Corp. (WINV) is asking stockholders to approve amendments that would extend the deadline to complete an initial business combination from September 17, 2026 to October 17, 2026, with the ability to further extend monthly up to March 17, 2027, and to make matching changes to its Trust Agreement, plus authority to adjourn the meeting if needed.
The stated purpose is to gain more time to close the previously announced business combination with Embed Financial Group Cayman Holdings and related entities. If the extensions are implemented, the sponsor or its designee will lend WinVest $30,000 per month, up to $180,000 initially (and up to an additional $150,000 if all extra months are used), to be deposited into the trust.
Public stockholders may redeem their shares for cash in connection with the Charter Extension; as of August 25, 2026, the trust held about $3.12 million, or $15.16 per public share. If the extension proposals fail and the business combination is not completed by the current deadline, WinVest will redeem all public shares, liquidate, and its warrants and rights will expire worthless. WINV’s securities have been delisted from Nasdaq and now trade on the OTC Markets with limited liquidity.
WinVest Acquisition Corp. is asking stockholders to approve amendments extending its SPAC deadline to complete an initial business combination from September 17, 2026 to October 17, 2026, with the ability to add up to five additional one‑month extensions to March 17, 2027. A parallel amendment would extend the date its Trust Account must be liquidated on the same schedule. The Board states these changes are intended to give more time to close the previously signed Business Combination Agreement involving Embed Financial Group Cayman Holdings and related entities.
If the extensions are implemented, the Sponsor or its designee will lend WinVest $30,000 per month (up to $180,000, plus up to an additional $150,000 for later extensions) under a non‑interest‑bearing note, with each Monthly Extension Payment deposited into the Trust Account. Public stockholders may redeem their shares for their pro rata share of the trust regardless of how they vote, while the Sponsor and other initial holders have waived redemption. Initial stockholders own about 91.8% of common shares, so the proposals can be approved without public support. If the extensions are not approved and no merger closes by the current deadline, WinVest will wind up, redeem all public shares from the trust, and its warrants and rights will expire worthless. The company notes its securities have been delisted from Nasdaq and now trade on the OTC Markets, with uncertain liquidity.
WinVest Acquisition Corp., a SPAC formed to complete an Initial Business Combination, reported a net loss of $275,598 for the six months ended June 30, 2026 and has not yet commenced core operations. Assets total $3.09M, including $2.95M of cash held in a Trust Account for public shareholders.
Current liabilities are $8.17M, plus $4.03M of deferred underwriting commissions, resulting in a stockholders’ deficit of $12.15M and a working capital deficit of $8.03M. There are 205,950 public shares classified as redeemable at $14.81 per share and 2,875,000 non-redeemable founder shares outstanding.
The company has repeatedly extended its deadline to complete a deal, now to September 17, 2026, funded by sponsor-backed, non‑interest‑bearing extension notes with $2.22M outstanding and other related‑party promissory notes totaling $1.86MEmbed Financial Group Holdings that remains unconsummated. Management discloses substantial doubt about the ability to continue as a going concern given limited cash, significant obligations, and the fixed liquidation date.
WinVest Acquisition Corp. reported that it has drawn the sixth $30,000 installment under its previously issued $180,000 unsecured Promissory Note from its sponsor, WinVest SPAC LLC. The note bears no interest and matures upon either the closing of an initial business combination or the company’s liquidation.
On August 10, 2026, the sponsor deposited the additional $30,000 into the company’s trust account, extending the business combination deadline, or Termination Date, from August 17, 2026 to September 17, 2026. The extension funds in the trust account will ultimately be distributed either to public shareholders upon liquidation or to public shareholders who elect redemption in connection with a business combination.
WinVest Acquisition Corp. changed its independent auditor following a business acquisition. After Simon & Edward LLP acquired the attest business of BCRG Group effective June 15, 2026, WinVest’s audit committee dismissed BCRG and, on June 23, 2026, approved Simon & Edward as the new independent registered public accounting firm.
BCRG’s reports on WinVest’s 2024 and 2025 financial statements contained no adverse or disclaimed opinions and were not qualified, but included an explanatory paragraph about substantial doubt regarding WinVest’s ability to continue as a going concern. The filing states there were no disagreements with BCRG and no reportable events other than previously disclosed material weaknesses in internal control. WinVest requested, and filed as Exhibit 16.1, a confirming letter from BCRG.
WinVest Acquisition Corp. disclosed that on June 10, 2026 it drew a third installment of $30,000 under a previously issued unsecured promissory note with its sponsor. The total principal available under this promissory note is $180,000, structured as up to six equal draws of $30,000 each.
The company caused the sponsor to deposit this $30,000 into its trust account to fund an extension of the deadline to complete an initial business combination, moving the termination date from June 17, 2026 to July 17, 2026. The note bears no interest and is repayable upon a completed business combination or, if none occurs, only from funds held outside the trust account.
WinVest Acquisition Corp. announced that on May 26, 2026 it and counterparties executed an Amended and Restated Business Combination Agreement to replace the prior business combination agreement with Embed Financial Group entities. The restatement adds sponsored American Depositary Share facilities and records a share-capital restructuring into 480,000,000 Class A and 20,000,000 Class B Ordinary Shares. Pubco intends to file a Form F-4 containing a proxy statement/prospectus in connection with the proposed business combination; shareholder approval and other customary conditions remain required.
WinVest Acquisition Corp. entered into an amended and restated business combination agreement with Embed Financial Group Cayman Holdings and related merger subsidiaries on May 26, 2026. This Restated Business Combination Agreement replaces the original December 2025 deal in full.
The revised structure introduces American Depositary Shares with The Bank of New York Mellon as depositary. Each Embed Company Class A share and each SPAC common share outstanding immediately before their respective mergers will be cancelled and converted into the right to receive Pubco Class A ordinary shares represented by ADSs, with SPAC warrants and rights similarly linked to ADSs.
The Company has also completed a share capital restructuring, setting authorized capital at 480,000,000 Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares. A Form F‑4 registration statement with a combined proxy statement/prospectus is expected to be filed, and SPAC stockholders will later be asked to approve the Restated Business Combination Agreement and related transactions.