공시 • Sep 17
WinVest Acquisition Corp. announced that it has received $0.18 million in funding from WinVest SPAC LLC On September 16, 2025 WinVest Acquisition Corp. closed the transaction. On September 16, 2025, the Company effected the second 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 October 17, 2025 to February 17, 2026. Such amounts will be distributed either to: (i) all of the holders of shares of the company’s common stock, par value $0.0001 per share, issued as part of the units sold in the IPO (“Public Shares”) upon the Company’s liquidation, or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of a Business Combination. 공시 • Aug 15
WinVest Acquisition Corp. announced delayed 10-Q filing On 08/14/2025, WinVest Acquisition Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • Jul 14
The Nasdaq Stock Market to Delist the Common Stock of WinVest Acquisition The Nasdaq Stock Market announced that it will delist the common stock, warrants, units, and rights of WinVest Acquisition Corp. WinVest Acquisition’s securities were suspended on March 21, 2025 and have not traded on Nasdaq since that time. 공시 • May 16
WinVest Acquisition Corp. announced delayed 10-Q filing On 05/15/2025, WinVest Acquisition Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • Mar 25
WinVest Acquisition Corp. Receives Delisting Notice from Nasdaq As previously disclosed, on September 17, 2024, WinVest Acquisition Corp. (WinVest" or the Company") received a written notice (the Notice") from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq") indicating that the Company had failed to comply with Nasdaq Listing Rule IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. In response to the Notice, the Company timely requested a hearing before a Nasdaq Hearings Panel (the Panel"), which was held on November 12, 2024. On December 17, 2024, the Company received a written notice (the Decision") from Nasdaq that the Panel had granted the Company's request to continue its listing on Nasdaq until March 17, 2025 (the Extended Date"), provided that the Company complies with certain conditions, including that the Company will have completed its previously announced business combination with Xtribe P.L.C. (Xtribe", and such business combination, the Business Combination") on or before the Extended Date, and that the combined company will have demonstrated compliance with all applicable requirements for an initial listing on Nasdaq. Further information about the Business Combination is set in the Company's registration statement on Form F-4 (File No. 333-285721-01) filed with the Securities and Exchange Commission (the SEC") on March 11, 2025 (the Registration Statement"). On March 18, 2025, the Company received a written notice (the Delisting Notice") from the Panel indicating that the Panel had determined to delist the Company's securities from Nasdaq and that trading in WinVest's securities would be suspended at the open of trading on March 20, 2025, due to the Company's failure to satisfy the terms of the Panel's Decision, including the requirement that the Company will have completed the Business Combination on or before the Extended Date. In connection with the delisting and suspension, the Company expects that Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the SEC after the applicable Nasdaq review and appeal periods have lapsed. Following suspension of trading on Nasdaq, the Company's common stock, rights, units and warrants will be eligible to trade on the OTC Markets under the tickers WINV," WINVR," WINVU," and WINVW," respectively. There may be a very limited market in which the Company's securities are traded, and the trading price of the Company's securities may be adversely affected. The Company can provide no assurance that its securities will continue to trade on this market, whether broker-dealers will continue to provide public quotes of its securities on this market, or whether the trading volume of its securities will be sufficient to provide for an efficient trading market for existing and potential holders of its securities. Notwithstanding the delisting of the Company's securities from Nasdaq, it remains the intention of the Company to complete the Business Combination as described in the Registration Statement on Form F-4 filed by the Company as soon as practicable. In connection therewith, the Company and Xtribe have applied to have the combined company's securities listed on the Nasdaq following the consummation of the Business Combination. 공시 • Mar 22
WinVest Acquisition Corp.(OTCPK:WINV) dropped from NASDAQ Composite Index WinVest Acquisition Corp. has been dropped from the NASDAQ Composite Index (^COMP) . New Risk • Mar 21
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of American stocks, typically moving 12% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risks Negative equity (-US$9.9m). Revenue is less than US$1m. Minor Risks Share price has been volatile over the past 3 months (12% average weekly change). Market cap is less than US$100m (US$37.8m market cap). 공시 • Feb 01
WinVest Acquisition Receives Non-Compliance Letter Regarding Nasdaq Listing Rule 5620(a) On 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 intends to hold a meeting of shareholders within twelve months of completing its previously announced business combination with Xtribe P.L.C. (Xtribe"). Further information about the business combination agreement with Xtribe is set under Item 1.01 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2024. As previously disclosed, on September 17, 2024, the Company received a written notice (the Notice") from the Nasdaq Listing Qualifications Department indicating that the Company had failed to comply with Nasdaq Listing Rule IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. In response to the Notice, the Company timely requested a hearing before a Nasdaq Hearings Panel (the Panel"), which was held on November 12, 2024. As previously disclosed, on December 17, 2024, the Company received a written notice from Nasdaq that the Panel had granted the Company's request to continue its listing on Nasdaq until March 17, 2025 (the Extended Date"), provided that the Company complies with certain conditions, including that the Company will have completed its previously announced business combination with Xtribe on or before the Extended Date, and that the combined company will have demonstrated compliance with all applicable requirements for an initial listing on Nasdaq. The Company's deficiency with respect to the Annual Meeting Requirement served as an additional and separate basis for delisting. The Company intends to present its view to the Panel with respect to the Annual Meeting Requirement by February 3, 2025. 공시 • Sep 22
WinVest Acquisition Corp. Receives Non-Compliance Letter Regarding Nasdaq Listing Rule IM-5101-2 On September 17, 2024, WinVest Acquisition Corp. (WinVest" or the Company") received a written notice (the Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq") indicating that the Company has failed to comply with Nasdaq Listing Rule IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Pursuant to the Notice, unless the Company timely requests a hearing to appeal this determination before The Nasdaq Hearings Panel (the Panel") by September 24, 2024, the Company's securities will be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on September 26, 2024. Accordingly, the Company intends to timely request a hearing before the Panel to request sufficient time to close its previously announced business combination agreement with Xtribe P.L.C. (Xtribe"). A hearing request will automatically stay any suspension of trading or delisting action on the Company's securities, and the Company's securities will continue to trade on The Nasdaq Capital Market until the hearing process concludes and the Panel issues a written decision. There can be no assurance that the Panel will grant the Company's request for an extension or continued listing on The Nasdaq Capital Market. New Risk • Aug 15
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -US$1.3m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$1.3m free cash flow). Negative equity (-US$7.9m). Revenue is less than US$1m. Minor Risk Market cap is less than US$100m (US$45.7m market cap). Board Change • Aug 15
High number of new and inexperienced directors There are 11 new directors who have joined the board in the last 3 years. The company's board is composed of: 11 new directors. 1 experienced director. No highly experienced directors. CEO, CFO & Director Manish Jhunjhunwala is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. 공시 • May 17
WinVest Acquisition Corp. announced delayed 10-Q filing On 05/15/2024, WinVest Acquisition Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • May 11
Xtribe Plc entered into a definitive business combination agreement to acquire WinVest Acquisition Corp. (NasdaqCM:WINV) in a reverse merger transaction for approximately $140 million. Xtribe Plc entered into a definitive business combination agreement to acquire WinVest Acquisition Corp. (NasdaqCM:WINV) in a reverse merger transaction for approximately $140 million on May 9, 2024. The Business Combination Agreement values Xtribe at an implied equity value of approximately $141 million, assuming no redemption by WinVest’s existing public stockholders and subject to adjustment that may include additional investments in Xtribe or WinVest prior to the closing of the Proposed Transaction). Additional earnout shares may be issuable to Xtribe stockholders over time, upon achievement of certain trading price-based and/or profitability targets. After the closing, Xtribe shareholders are expected to retain a majority of the outstanding shares of the combined company, and Xtribe would have the right to designate a majority of the initial proposed directors for the combined company’s board. Transaction is expected to result in the combined company becoming publicly listed on Nasdaq upon the closing of the transaction. Upon closing, the combined company will be renamed “Xtribe Holdings Limited”. The Xtribe management team, led by founder Enrico Dal Monte, will manage the combined company after the closing of the Proposed Transaction.The boards of directors of both Xtribe and WinVest have approved the Proposed Transaction, which is expected to be completed in late 2024, subject to, among other things, approval by WinVest’s and Xtribe’s respective shareholders, and satisfaction (or waiver, as applicable) of the conditions provided in the Business Combination Agreement, including regulatory approvals and other customary closing conditions, including a registration statement in connection with the Proposed Transaction being declared effective by the U.S. Securities and Exchange Commission (the “SEC”).Chardan is acting as financial and capital markets advisor to Xtribe. Matthew Fry and J. Brent Beckert of Haynes and Boone, LLP is serving as legal advisor to WinVest. Christian Moretti of Cozen O’Connor PC is serving as US legal counsel to Xtribe. 공시 • Apr 03
WinVest Acquisition Corp. announced delayed annual 10-K filing On 04/02/2024, WinVest Acquisition Corp. announced that they will be unable to file their next 10-K by the deadline required by the SEC. Board Change • Feb 15
High number of new and inexperienced directors There are 12 new directors who have joined the board in the last 3 years. The company's board is composed of: 12 new directors. No experienced directors. No highly experienced directors. CEO, CFO & Director Manish Jhunjhunwala is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. 공시 • Nov 17
WinVest Acquisition Corp. announced delayed 10-Q filing On 11/15/2023, WinVest Acquisition Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • Aug 17
WinVest Acquisition Corp. announced delayed 10-Q filing On 08/15/2023, WinVest Acquisition Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • May 19
WinVest Acquisition Corp., Annual General Meeting, Jun 12, 2023 WinVest Acquisition Corp., Annual General Meeting, Jun 12, 2023, at 10:00 US Eastern Standard Time. Agenda: To amend the Company’s amended and restated certificate of incorporation; to amend the Certificate of Incorporation to eliminate from the Certificate of Incorporation the limitation that we may not consummate any Business Combination unless we have net tangible assets of at least USD 5,000,001; to amend the Company's Investment Management Trust Agreement; and to adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. 공시 • May 17
WinVest Acquisition Corp. announced delayed 10-Q filing On 05/16/2023, WinVest Acquisition Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC.