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WinVest Acquisition (WINV) appoints Simon & Edward as auditor

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

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Negative

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Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
independent registered public accounting firm financial
"dismissed BCRG as the Company’s independent registered public accounting firm and approved the appointment of S&E"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"included an explanatory paragraph indicating that there was substantial doubt as to the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
material weaknesses in the Company’s internal control over financial reporting financial
"except for the material weaknesses in the Company’s internal control over financial reporting previously disclosed"
reportable events regulatory
"no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions)"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Learn about SEC filing dates
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 23, 2026

 

WINVEST ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40796   86-2451181

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

125 Cambridgepark Drive, Suite 301

Cambridge, Massachusetts

02140

 

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (617) 658-3094

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  Name of each exchange on which registered
Units, each consisting of one share of Common Stock, one redeemable Warrant, and one right   WINVU   OTC Markets Group Inc.
Common Stock, par value $0.0001 per share   WINV‌   OTC Markets Group Inc.
Warrants to acquire 1/2 of a‌ share of Common Stock   WINVW‌   OTC Markets Group Inc.
Rights to acquire one-fifteenth‌ of one share of Common Stock   WINVR‌   OTC Markets Group Inc.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 
 

 

Item 4.01 Changes in Registrant’s Certifying Accountant

 

WinVest Acquisition Corp. (the “Company”) was notified that Simon & Edward LLP (“S&E”) acquired, effective as of June 15, 2026, attest business of BCRG Group (“BCRG”). On June 23, 2026, the Audit Committee of the Company’s Board of Directors simultaneously dismissed BCRG as the Company’s independent registered public accounting firm and approved the appointment of S&E as the Company’s new independent registered public accounting firm. The services previously provided by BCRG will now be provided by S&E.

 

BCRG’s audit report on the Company’s consolidated financial statements for the fiscal year ended December 31, 2025 and 2024 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report on the consolidated financial statements of the Company for the fiscal years ended December 31, 2025 and 2024 included an explanatory paragraph indicating that there was substantial doubt as to the Company’s ability to continue as a going concern.

 

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through the date of this Current Report on Form 8-K, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and BCRG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of BCRG, would have caused BCRG to make reference to the subject matter of the disagreements in connection with BCRG’s reports on the Company’s financial statements, and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the material weaknesses in the Company’s internal control over financial reporting previously disclosed under Part II, Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

 

Prior to engaging S&E, neither the Company nor anyone acting on its behalf consulted S&E regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report was provided to the Company or oral advice was provided that S&E concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

 

The Company has requested that BCRG furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated June 23, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibits   Description
16.1   Letter from BCRG dated June 23, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 29, 2026  
   
  WINVEST‌ ACQUISITION CORP.
     
  By: /s/ Manish‌ Jhunjhunwala‌
  Name: Manish Jhunjhunwala‌
  Title: Chief Executive Officer and Chief Financial Officer

 

 

FAQ

What auditor change did WinVest Acquisition Corp. (WINV) disclose?

WinVest Acquisition Corp. replaced BCRG Group with Simon & Edward LLP as its independent auditor. The change followed Simon & Edward’s acquisition of BCRG’s attest business, and the audit committee approved the new appointment on June 23, 2026 without reporting any disagreements with BCRG.

Why did WinVest Acquisition Corp. (WINV) dismiss BCRG Group as auditor?

BCRG Group was dismissed because Simon & Edward LLP acquired BCRG’s attest business. Following that transaction, WinVest’s audit committee decided the services previously provided by BCRG would be handled by Simon & Edward, and formally dismissed BCRG while appointing Simon & Edward as auditor.

Did BCRG’s audit reports on WinVest (WINV) include a going concern warning?

Yes. BCRG’s reports for 2024 and 2025 included a going concern explanatory paragraph. The paragraph indicated substantial doubt about WinVest’s ability to continue as a going concern, although the opinions themselves were not adverse, disclaimed, or otherwise qualified or modified.

Were there any disagreements between WinVest (WINV) and BCRG over accounting matters?

The filing states there were no disagreements with BCRG over accounting or auditing matters. It reports no issues on principles, disclosures, or audit scope that would have required reference in BCRG’s audit reports, aside from previously disclosed material weaknesses in internal control.

What is Exhibit 16.1 in WinVest Acquisition Corp.’s (WINV) 8-K filing?

Exhibit 16.1 is a letter from BCRG Group dated June 23, 2026. WinVest requested this letter so BCRG could state to the SEC whether it agreed with the company’s description of the auditor change and related disclosures in the current report.

Filing Exhibits & Attachments

5 documents