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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., 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. 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.
WinVest Acquisition Corp. drew an additional $30,000 on an existing sponsor loan to keep its blank-check company alive for another month. This is the third draw under an unsecured promissory note with a total principal of $180,000, which carries no interest and matures at either a business combination closing or liquidation.
The $30,000 was deposited into the SPAC’s trust account to extend the deadline to complete an initial business combination from May 17, 2026 to June 17, 2026. These funds ultimately support redemptions or liquidation payouts for public shareholders depending on whether a deal is completed.
WinVest Acquisition Corp. disclosed that it drew a second installment of $30,000 under a previously issued unsecured promissory note of $180,000 with its sponsor to fund a deadline extension for completing a business combination.
The sponsor deposited the $30,000 into the company’s trust account, extending the termination date for completing an initial business combination from April 17, 2026 to May 17, 2026. The note bears no interest and matures upon either closing a business combination or the company’s liquidation. If no deal is completed, repayment will come only from funds held outside the trust account, and the extension funds in the trust will ultimately be distributed to public shareholders through redemption or liquidation.
WinVest Acquisition Corp. filed its annual report as a blank check company still seeking an Initial Business Combination. After extensive stockholder redemptions totaling 11,279,964 public shares, approximately $3.1 million remained in its Trust Account at December 31, 2025.
The company’s auditor raised substantial doubt about its ability to continue as a going concern, and WinVest discloses delisting of its securities from Nasdaq. A prior business combination agreement with Xtribe PLC was terminated, and a new agreement with Embed Financial Group Cayman Holdings has been signed but not yet completed.
As of June 30, 2025, non-affiliate common stock had an aggregate market value of about $3.55 million, and as of March 25, 2026, WinVest had 3,080,950 common shares outstanding. The company has repeatedly extended its deadline to complete a deal, supported by sponsor loans via multiple unsecured Extension Notes.