WinVest Acquisition Corp.

Item 1A. Risk Factors

There have been no material changes to the risk factors identified in our Annual Report on Form 10-K, filed on March 6, 2025, except as set forth below:

There are no assurances that the Charter Extension Amendment will enable us to complete an Initial Business Combination.

Approving the Charter Extension Amendment involves a number of risks. Even if the Charter Extension Amendment is approved, we can provide no assurances that the Initial Business Combination will be consummated prior to March 17, 2026. Our ability to consummate any Initial Business Combination is dependent on a variety of factors, many of which are beyond our control. We are required to offer stockholders the opportunity to redeem shares in connection with the vote to approve the Charter Extension Amendment, and we will be required to offer stockholders redemption rights again in connection with any stockholder vote to approve the Initial Business Combination. Even if the Charter Extension Amendment is approved by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate the Initial Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Charter Extension Amendment vote and the Initial Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our Public Shares on the open market. The price of our Public Shares may be volatile, and there can be no assurance that stockholders will be able to dispose of their Public Shares at favorable prices, or at all.

We have been delisted from Nasdaq, and there is a limited trading volume for our securities on the OTC Markets.

Our securities were previously listed on The Nasdaq Capital Market. Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO Registration Statement, which, in the case of WinVest, was September 14, 2024 (the Nasdaq Deadline). We did not complete a business combination prior to the Nasdaq Deadline. As a result, we are in violation of Nasdaq IM-5101-2.

As previously reported, on September 17, 2024, we received the Notice from the Listing Qualifications Department of Nasdaq indicating that we had failed to comply with Nasdaq Listing Rules IM-5101-2. Pursuant to the Notice, unless we timely requested a hearing to appeal this determination before the Panel by September 24, 2024, our securities would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on September 26, 2024.

On September 24, 2024, we timely requested a hearing before the Panel to appeal the Notice and to request sufficient time to close our Initial Business Combination with Xtribe, which request stayed the suspension of trading on our securities. Such hearing was held on November 12, 2024, at which we requested that the Panel grant our request for an extension until the Nasdaq Extension Date. On December 17, 2024, we received a written notice from the Office of General Counsel of Nasdaq informing us that the Panel had granted the Companys request to continue its listing on Nasdaq until the Nasdaq Extension Date. The Panels decision allowed our securities to remain listed on Nasdaq through the Nasdaq Extension Date, provided that we comply with certain conditions, including that we would have completed our Initial Business Combination on or before the Nasdaq Extension Date, and that the combined company would have demonstrated compliance with all applicable requirements for an initial listing on Nasdaq.

On March 18, 2025, we received the Delisting Notice from the Panel, indicating that the Panel had determined to delist our securities from Nasdaq and that trading in our securities would be suspended at the open of trading on March 20, 2025, due to our failure to satisfy the terms of the Panels decision, including the requirement that we complete an Initial Business Combination on or before the Nasdaq Extension Date.

Our Public Shares, Rights, Units and Public Warrants are currently traded under the symbols WINV, WINVR, WINVU, and WINVW, respectively, on the OTC Markets, which is an inter-dealer automated quotation system for equity securities not listed on a national securities exchange. We do not currently meet the listing standards of Nasdaq or any other national securities exchange. We presently anticipate that our securities will continue to be quoted on the OTC Markets. There is a limited trading volume for our securities. As a result, relatively small trades of our securities may have a significant impact on the price of our securities and, therefore, may contribute to the price volatility of our securities. Because of limited trading volume in our securities and the price volatility of our securities, our existing investors may be unable to sell their securities when they desire or at the price they desire. The inability to sell their securities in a declining market because of such illiquidity or at a price they desire may substantially increase our investors risk of loss.

The delisting of our securities from Nasdaq may have an adverse effect on institutional investor interest in holding or acquiring our securities and otherwise reduce the number of investors willing to hold or acquire our securities. This could negatively affect our ability to raise capital necessary to maintain operations and service our debt or effect any restructuring of our outstanding indebtedness.

Other material adverse effects we may face as a result of the delisting of our securities from Nasdaq include:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as covered securities. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, now that we are not currently listed on Nasdaq, our securities do not qualify as covered securities under such statute and we are subject to regulation in each state in which we offer our securities.

The ordinary shares of the combined company being listed on Nasdaq is a condition to the closing of our Initial Business Combination. Since we do not currently meet the listing standards of Nasdaq, it may be difficult for us to meet, at the closing of the Initial Business Combination, the minimum initial listing standards set forth in the Nasdaq listing standards, and we cannot assure you that the newly listed ordinary shares of the combined company will be listed on Nasdaq. As such, our delisting from Nasdaq presents a material risk to the closing of the Initial Business Combination. If one or more closing conditions are not satisfied or waived, the Initial Business Combination will not occur, or will be delayed pending the waiver of such closing conditions, and such delay may cause WinVest and Embed Financial Group Cayman Holdings to each lose some or all of the intended benefits of the Initial Business Combination.

In addition, if we do not complete the Initial Business Combination, the delisting may make us less attractive as a merger partner for other potential target companies, as many targets seek to merge with entities that offer immediate access to a major national securities exchange. This could materially impair our ability to complete a business combination with other merger partners within the required timeframe, potentially subjecting us to dissolution and the return of funds held in trust to our public stockholders.30, 2026.