WinVest Acquisition Corp. incurred loan of $30,000 with WinVest SPAC LLC at does not bear interest maturing matures upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
“On June 10, 2026, the Company effected the third drawdown of $30,000 under the Promissory Note and caused the Sponsor to deposit such sum into the Trust Account in connection with the extension of the Termination Date from June 17, 2026 to July 17, 2026.”
Material Agreements
WinVest Acquisition Corp. amended Amended and Restated Business Combination Agreement with Embed Financial Group Cayman Holdings valued at Amended and restated the Original Business Combination Agreement to reflect establishment of ADS fac (effective 2026-05-26).
“On May 26, 2026, SPAC, Pubco, the Company, SPAC Merger Sub, and Company Merger Sub entered into that certain Amended and Restated Business Combination Agreement (the “Restated Business Combination Agreement”), pursuant to which the Original Business Combination Agreement was amended and restated in its entirety”
Debt Financings
WinVest Acquisition Corp. incurred loan of $30,000 with WinVest SPAC LLC maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
“On May 10, 2026, the Company effected the third drawdown of $30,000 under the Promissory Note and caused the Sponsor to deposit such sum into the Trust Account in connection with the extension of the Termination Date from May 17, 2026 to June 17, 2026.”
Debt Financings
WinVest Acquisition Corp. incurred loan of $30,000 with WinVest SPAC LLC at does not bear interest maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
“On April 10, 2026, the Company effected the second drawdown of $30,000 under the Promissory Note”
Governance Changes
WinVest Acquisition Corp.: Stockholders approved an amendment to the certificate of incorporation to extend the termination date from March 17, 2026 to September 17, 2026, with monthly extension options (effective 2026-03-16).
“At the Extension Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation,” and such amendment, the “Extension Amendment”), to extend the Termination Date from March 17, 2026 (the “Current Termination Date”) to the Charter Extension Date, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested by the Sponsor) each time (each, an “Extension”) after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until September 17, 2026, or a total of up to six months after the Current Termination Date, unless the closing of the Company’s Business Combination shall have occurred prior thereto (the “Exten”
Material Agreements
WinVest Acquisition Corp. amended Trust Agreement Extension Amendment with Continental Stock Transfer and Trust Company (effective 2026-03-16).
“nd Continental Stock Transfer and Trust Company (“Continental”), to extend the date on which Continental must liquidate the Trust Account (the “Liquidation Date”) from March 17, 2026 to April 17, 2026, and to allow the Company, without another”
Material Agreements
WinVest Acquisition Corp. entered into Note with WinVest SPAC LLC valued at $180,000 (effective 2026-03-16).
“On March 16, 2026, the Company issued an unsecured promissory note in the principal amount of $180,000 (the “Note”) to the Sponsor”
Debt Financings
WinVest Acquisition Corp. incurred loan of $180,000 with WinVest SPAC LLC (the Sponsor) at does not bear interest maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company's liquidation.
“On March 16, 2026, the Company issued an unsecured promissory note in the principal amount of $180,000 (the “Note”) to the Sponsor”
Debt Financings
WinVest Acquisition Corp. incurred loan of $30,000 with WinVest SPAC LLC at does not bear interest maturing the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
“On February 10, 2026, the Company effected the sixth drawdown of $30,000 under the Promissory Note”
Debt Financings
WinVest Acquisition Corp. incurred loan of $30,000 with WinVest SPAC LLC at does not bear interest maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company's liquidation.
“On January 10, 2026, the Company effected the fifth drawdown of $30,000 under the Promissory Note”
Debt Financings
WinVest Acquisition Corp. incurred loan of $180,000 with WinVest SPAC LLC at does not bear interest maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company's liquidation.
“On September 16, 2025, WinVest Acquisition Corp. (the "Company") issued an unsecured promissory note in the principal amount of $180,000”
Debt Financings
WinVest Acquisition Corp. incurred loan of $30,000 with WinVest SPAC LLC at does not bear interest maturing the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
“On December 10, 2025, the Company effected the fourth drawdown of $30,000 under the Promissory Note and caused the Sponsor to deposit such sum into the Trust Account in connection with the extension of the Termination Date from December 17, 2025 to January 17, 2026.”
Material Agreements
WinVest Acquisition Corp. entered into Business Combination Agreement with WinVest Holdings Corp., WinVest Merger Sub I Limited, WV Merger Sub II Corp., and Embed Financial Group Cayman Holdings valued at Four Hundred Twenty-Five Million U.S. Dollars ($425,000,000) (effective 2025-12-02).
“On December 2, 2025, WinVest Acquisition Corp., a Delaware corporation (the “ SPAC ”) entered into a Business Combination Agreement (the “ Business Combination Agreement ”) with WinVest Holdings Corp., an exempted company incorporated and registered in the Cayman Islands (“ Pubco ”), WinVest Merger Sub I Limited, an exempted company incorporated and registered in the Cayman Islands and a wholly-owned subsidiary of Pubco (“ Company Merger Sub ”), WV Merger Sub II Corp., a Delaware corporation and a wholly-owned subsidiary of Pubco (“ SPAC Merger Sub ”), and Embed Financial Group Cayman Holdings, an exempted company incorporated and registered in the Cayman Islands (the “ Company ”).”
Debt Financings
WinVest Acquisition Corp. incurred loan of $30,000 with WinVest SPAC LLC at does not bear interest maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
“On November 7, 2025, the Company effected the third drawdown of $30,000 under the Promissory Note”
Auditor Changes
WinVest Acquisition Corp. engaged BCRG Group as its auditor.
“Effective October 21, 2025, the Company engaged BCRG Group (“BCRG”) as the Company’s new independent registered public accounting firm for the fiscal years ending December 31, 2023, 2024, and 2025.”
Auditor Changes
WinVest Acquisition Corp. dismissed Marcum LLP / CBIZ as its auditor.
“On October 21, 2025, WinVest Acquisition Corp. (the “Company”) dismissed Marcum LLP / CBIZ (“Marcum”) as the Company’s independent registered public accounting firm, effective immediately.”
Debt Financings
WinVest Acquisition Corp. incurred loan of $30,000 with WinVest SPAC LLC at does not bear interest maturing matures upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
“On October 10, 2025, the Company effected the second drawdown of $30,000 under the Promissory Note”
Governance Changes
WinVest Acquisition Corp.: Extended the company's termination date from September 17, 2025, up to March 17, 2026, with multi-month extension option without additional stockholder vote (effective 2025-09-16).
“At the Extension Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation," and such amendment, the “Extension Amendment"), to extend the Termination Date from September 17, 2025 (the “Current Termination Date") to the Charter Extension Date, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested by the Sponsor) each time (each, an “Extension") after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 17, 2026, or a total of up to six months after the Current Termination Date, unless the closing of the Company’s Business Combination shall have occurred prior thereto (the “Exten”
Debt Financings
WinVest Acquisition Corp. amended loan of $30,000 with WinVest SPAC LLC.
“On August 13, 2025, the Company effected the third drawdown of $30,000 under the Promissory Note and caused the Sponsor to deposit such sum into the Trust Account in connection with the extension of the Termination Date from August 17, 2025 to September 17, 2025.”
Debt Financings
WinVest Acquisition Corp. incurred loan of $90,000 with WinVest SPAC LLC at does not bear interest maturing the earlier of (a) the closing of a Business Combination and (b) the Company's liquidation.
“On June 16, 2025, WinVest Acquisition Corp. (the “Company”) issued an unsecured promissory note in the principal amount of $90,000 (the “Promissory Note”) to WinVest SPAC LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to $90,000 in connection with the extension of the date (the “Termination Date”) by which the Company must consummate an initial business combination (“Business Combination”).”
Debt Financings
WinVest Acquisition Corp. incurred loan of $90,000 with WinVest SPAC LLC maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
“Arrangement or a Registrant. As previously disclosed, on June 16, 2025, WinVest Acquisition Corp. (the “Company”) issued an unsecured promissory note in the principal amount of $90,000 (the “Promissory Note”) to WinVest SPAC LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to $90,000 in”
Governance Changes
WinVest Acquisition Corp.: Approved an amendment to the amended and restated certificate of incorporation to extend the Termination Date from June 17, 2025 to the Charter Extension Date, and to allow for up to two additional monthly extensions by board resolution upon sponsor request until September 17, 2025 (effective 2025-06-17).
“At the Extension Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation,” and such amendment, the “Extension Amendment”), to extend the Termination Date from June 17, 2025 (the “Current Termination Date”) to the Charter Extension Date, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to two times by an additional one month (or such shorter period as may be requested by the Sponsor) each time (each, an “Extension”) after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until September 17, 2025, or a total of up to three months after the Current Termination Date, unless the closing of the Company’s Business Combination shall have occurred prior thereto (the “Exten”
Auditor Changes
WinVest Acquisition Corp. engaged CBIZ CPAs P.C. as its auditor.
“On May 14, 2025, CBIZ was engaged as the Company's new independent registered public accounting firm for the fiscal year ending December 31, 2025, and such engagement was approved by the Company's Audit Committee.”
Auditor Changes
Marcum LLP resigned as auditor of WinVest Acquisition Corp..
“On May 14, 2025, the Company was notified by Marcum that Marcum resigned as the Company's independent registered public accounting firm as a result of such acquisition, and the Company's Audit Committee approved the resignation.”
Debt Financings
WinVest Acquisition Corp. incurred loan of $30,000 with WinVest SPAC LLC at does not bear interest maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company's liquidation.
“On April 16, 2025, the Company effected the fifth drawdown of $30,000 under the Promissory Note”
Debt Financings
WinVest Acquisition Corp. incurred loan of $180,000 with WinVest SPAC LLC at does not bear interest maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company's liquidation.
“or a Registrant. As previously disclosed, on December 16, 2024, WinVest Acquisition Corp. (the “Company”) issued an unsecured promissory note in the principal amount of $180,000 (the “Promissory Note”) to WinVest SPAC LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to $180,000 in”
Debt Financings
WinVest Acquisition Corp. incurred loan of $30,000 with WinVest SPAC LLC at does not bear interest maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
“On February 12, 2025, the Company effected the third drawdown of $30,000 under the Promissory Note”
Debt Financings
WinVest Acquisition Corp. incurred loan of $1,000,000 with WinVest SPAC LLC.
“On January 31, 2025, WinVest Acquisition Corp. (the "Company") issued an unsecured promissory note in the principal amount of $1,000,000 (the "Note") to WinVest SPAC LLC (the "Sponsor"), pursuant to which the Sponsor agreed to loan to the Company up to $1,000,000.”
Listing & Compliance Notices
WinVest Acquisition Corp. received a nasdaq noncompliance notice notice regarding other (rules 5620(a)).
“January 27, 2025, WinVest Acquisition Corp. (“WinVest” or the “Company”) received a written notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer complies with Nasdaq Listing Rule 5620(a), which requires that companies listed on Nasdaq hold an annual meeting of shareholders within twelve months of their fiscal year end, because the Company did not hold an annual meeting of shareholders within twelve months of its fiscal year ended December 31, 2023 (the “Annual Meeting Requirement”). The Company”
Listing & Compliance Notices
WinVest Acquisition Corp. received a nasdaq deficiency notice notice regarding other (rules 5620(a)).
“January 27, 2025, WinVest Acquisition Corp. (“WinVest” or the “Company”) received a written notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company t”
Governance Changes
WinVest Acquisition Corp.: Approved amendment to certificate of incorporation to extend the Termination Date from December 17, 2024 to up to June 17, 2025, with monthly extension options (effective 2024-12-16).
“At the Extension Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation,” and such amendment, the “Extension Amendment”), to extend the Termination Date from December 17, 2024 (the “Current Termination Date”) to the Charter Extension Date, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested by the Sponsor) each time (each, an “Extension”) after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2025”
Debt Financings
WinVest Acquisition Corp. incurred loan of $55,000 with WinVest SPAC LLC at does not bear interest maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
“On May 15, 2024, the Company effected the sixth drawdown of $55,000 under the Promissory Note”
Material Agreements
WinVest Acquisition Corp. entered into Business Combination Agreement with WinVest Merger Sub I, LLC, WinVest Merger Sub II, LLC, Xtribe P.L.C., and Xtribe Group, LLC (effective 2024-05-09).
“On May 9, 2024, WinVest Acquisition Corp. (“WinVest”) entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among WinVest, WinVest Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest (“Merger Sub I”), WinVest Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest (“Merger Sub II”), Xtribe P.L.C., a public limited company incorporated and registered in England and Wales with number 07878011 (“Xtribe PLC”), and Xtribe Group, LLC, a Delaware limited liability company and wholly-owned subsidiary of Xtribe PLC (“Xtribe Group” and, together with Xtribe PLC, “Xtribe”).”
Barrie R. Zesiger resigned as Director at WinVest Acquisition Corp..
“On May 3, 2024, Barrie R. Zesiger delivered a resignation letter to WinVest Acquisition Corp. (the “Company”) stating that she will resign from her position as member of the Company’s Board of Directors (the “Board”) and each of its committees with immediate effect in order to more fully direct her attention to other matters.”
Debt Financings
WinVest Acquisition Corp. incurred loan of $55,000 with WinVest SPAC LLC at does not bear interest maturing matures upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
“On April 16, 2024, the Company effected the fifth drawdown of $55,000 under the Promissory Note and caused the Sponsor to deposit such sum into the Trust Account in connection with the extension of the Termination Date from April 17, 2024 to May 17, 2024.”
Debt Financings
WinVest Acquisition Corp. incurred loan of $55,000 with WinVest SPAC LLC.
“On March 15, 2024, the Company effected the fourth drawdown of $55,000 under the Promissory Note”
Elias Mendoza resigned as member of the Board of Directors at WinVest Acquisition Corp..
“On February 29, 2024, Elias Mendoza delivered a resignation letter to WinVest Acquisition Corp. (the “Company”) stating that he will resign from his position as member of the Company’s Board of Directors (the “Board”) and each of its committees effective March 1, 2024 in order to more fully direct his attention to other matters.”
Debt Financings
WinVest Acquisition Corp. incurred loan of $55,000 with WinVest SPAC LLC at not stated.
“On February 14, 2024, the Company effected the third drawdown of $55,000 under the Promissory Note and caused the Sponsor to deposit such sum into the Trust Account in connection with the extension of the Termination Date from February 17, 2024 to March 17, 2024”
Debt Financings
WinVest Acquisition Corp. incurred loan of up to $330,000 with WinVest SPAC LLC at does not bear interest maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company's liquidation.
“On December 13, 2023, WinVest Acquisition Corp. (the "Company") issued an unsecured promissory note in the principal amount of $330,000 (the "Promissory Note") to WinVest SPAC LLC, a Delaware limited liability company (the "Sponsor"), pursuant to which the Sponsor agreed to loan to the Company up to $330,000 in connection with the extension of the date (the "Termination Date") by which the Company must consummate an initial business combination”
Debt Financings
WinVest Acquisition Corp. incurred loan of $55,000 with WinVest SPAC LLC.
“On January 17, 2024, the Company effected the second drawdown of $55,000 under the Promissory Note and caused the Sponsor to deposit such sum into the Trust Account in connection with the extension of the Termination Date from January 17, 2024 to February 17, 2024.”
Governance Changes
WinVest Acquisition Corp.: Amended certificate of incorporation to extend termination date to January 17, 2024, with option for up to five monthly extensions to June 17, 2024 (effective 2023-12-14).
“following stockholder approval of the Extension Amendment Proposal at the Extension Meeting, on December 14, 2023, the Company filed the Extension Amendment with the Delaware Secretary of State.”
Material Agreements
WinVest Acquisition Corp. amended Trust Agreement Amendment with Continental Stock Transfer and Trust Company (effective 2023-12-14).
“nd Continental Stock Transfer and Trust Company (“Continental”), to extend the date on which Continental must liquidate the Trust Account (the “Liquidation Date”) from December 17, 2023 to January 17, 2024, and to allow the Company, without”
Material Agreements
WinVest Acquisition Corp. entered into Note with WinVest SPAC LLC (Sponsor) valued at $330,000 (effective 2023-12-13).
“On December 13, 2023, the Company issued an unsecured promissory note in the principal amount of $330,000 (the “Note”) to the Sponsor”
Debt Financings
WinVest Acquisition Corp. incurred loan of $65,000 with WinVest SPAC LLC at does not bear interest maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company's liquidation.
“On October 16, 2023, the Company effected the fifth drawdown of $65,000 under the Promissory Note and caused the Sponsor to deposit such sum into the Trust Account in connection with the extension of the Termination Date from October 17, 2023 to November 17, 2023.”
Debt Financings
WinVest Acquisition Corp. incurred loan of $390,000 with WinVest SPAC LLC at does not bear interest maturing matures upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
“Arrangement or a Registrant. As previously disclosed, on June 13, 2023, WinVest Acquisition Corp. (the “Company”) issued an unsecured promissory note in the principal amount of $390,000 (the “Promissory Note”) to WinVest SPAC LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to $390,000 in”
Debt Financings
WinVest Acquisition Corp. incurred loan of $390,000 with WinVest SPAC LLC at does not bear interest maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company's liquidation.
“Arrangement or a Registrant. As previously disclosed, on June 13, 2023, WinVest Acquisition Corp. (the “Company”) issued an unsecured promissory note in the principal amount of $390,000 (the “Promissory Note”) to WinVest SPAC LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to $390,000 in”
Debt Financings
WinVest Acquisition Corp. incurred loan of $65,000 with WinVest SPAC LLC at does not bear interest maturing upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
“On July 14, 2023, the Company effected the second drawdown of $65,000 under the Promissory Note and caused the Sponsor to deposit such sum into the Trust Account in connection with the extension of the Termination Date from July 17, 2023 to August 17, 2023.”
Governance Changes
WinVest Acquisition Corp.: Extended termination date from June 17, 2023 to December 17, 2023 with monthly extensions and eliminated net tangible assets limitation (effective 2023-06-16).
“amendment (the “Extension Amendment”) to extend the Termination Date from June 17, 2023 (the “Current Termination Date”) to the Charter Extension Date, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested by the Sponsor) each time (each, an “Extension”) after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until December 17, 2023, or a total of up to six months after the Current Termination Date, unless the closing of the Company’s Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”), and (ii) an amendment (the “Redemption Limitation Amendment”) to eliminate from the Certificate of Incorporation the limitation that the Company may not consummate any Business”
Shareholder Votes
WinVest Acquisition Corp. shareholders approved Adjournment Proposal at the 2023-06-12 meeting.
“The Adjournment Proposal For Against Abstain 4,526,601 1,876 0”
Shareholder Votes
WinVest Acquisition Corp. shareholders approved Trust Amendment Proposal at the 2023-06-12 meeting.
“The Trust Amendment Proposal For Against Abstain 4,528,477 0 0”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.