| NATURE OF THE BUSINESS | NOTE
1 – NATURE OF THE BUSINESS WinVest
Acquisition Corp. (“WinVest,” or the “Company”) was incorporated in the State of Delaware on March 1, 2021. The
Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination (“initial business combination”) with one or more businesses or entities. The Company has selected
December 31 as its fiscal year end. Throughout
this report, the terms “our,” “we,” “us,” and the “Company” refer to WinVest Acquisition
Corp. As
of December 31, 2021, the Company had not commenced core operations. All activity for the period from March 1, 2021 (inception) through
December 31, 2021 relates to the Company’s formation and raising funds through the initial public offering (“Initial Public
Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an initial
business combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds
derived from the Initial Public Offering. The
registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective
on September 14, 2021. On September 17, 2021, the Company consummated its Initial Public Offering of 10,000,000 0.0001 11.50 10.00 100,000,000 Simultaneously
with the consummation of the Initial Public Offering and the issuance and sale of the Units, the Company completed the private sale of
10,000,000 0.50 5,000,000 Each
Private Placement Warrant entitles the holders to purchase one-half of one share of Common Stock at a price of $ 11.50 On
September 23, 2021, the underwriters fully exercised the over-allotment option and purchased an additional 1,500,000
Units (the “Over-Allotment Units”),
generating gross proceeds of $ 15,000,000
on September 27, 2021. Accordingly, no founders’
shares were subject to forfeiture upon exercise of the full over-allotment. Simultaneously with the sale of Over-Allotment Units,
the Company consummated a private sale of an additional 900,000
Private Placement Warrants (the “Additional
Private Placement Warrants”) to the Sponsor at a purchase price of $ 0.50
per Private Placement Warrant, generating gross
proceeds of $ 450,000 .
As of September 27, 2021, a total of $ 116,150,000
of the net proceeds from the Initial Public Offering
and the sale of the Private Placement Warrants and the Additional Private Placement Warrants were deposited in a Trust Account (as defined
below) established for the benefit of the Company’s public stockholders. Following
the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option
in full on September 23, 2021, an aggregate amount of $ 116,150,000 No
compensation of any kind (including finders’, consulting or other similar fees) will be paid to any of our existing officers, directors,
stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the initial
business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any
out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses,
performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices,
plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after
our initial business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons
after our initial business combination. Management
intends to use the excess working capital available for miscellaneous expenses such as paying fees to consultants to assist us with our
search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the
event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed our estimates,
as well as for reimbursement of any out-of-pocket expenses incurred by our insiders, officers and directors in connection with activities
on our behalf as described below. The
allocation of the net proceeds available to us outside of the Trust Account, along with the interest earned on the funds held in the
Trust Account available to us to pay our income and other tax liabilities, represents our best estimate of the intended uses of these
funds. In the event that our assumptions prove to be inaccurate, we may reallocate some of such proceeds within the above-described categories.
If our estimate of the costs of undertaking due diligence and negotiating our initial business combination is less than the actual amount
necessary to do so, or the amount of interest available to us from the Trust Account is insufficient as a result of the current low interest
rate environment, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable.
In this event, we could seek such additional capital through loans or additional investments from our Sponsor or third parties, Our Sponsor
and/or founding stockholders may, but are not obligated to, loan us funds as may be required. Such loans would be evidenced by promissory
notes that would either be paid upon consummation of our initial business combination, or, at such lender’s discretion. However,
our Sponsor and/or founding stockholders are under no obligation to loan us any funds or invest in us. If we are unable to obtain the
necessary funds, we may be forced to cease searching for a target business and liquidate without completing our initial business combination. We
will likely use substantially all of the net proceeds of the Initial Public Offering, the Private Placement and the sale of the Additional
Private Placement Warrants, including the funds held in the Trust Account, in connection with our initial business combination and to
pay our expenses relating thereto, including the deferred underwriting discounts and commissions payable to the underwriters in an amount
equal to 3.5 We
will have until 15 months (December 17, 2022) from the closing of the Initial Public Offering to consummate our initial business
combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may,
by resolution of our board of directors if requested by WinVest SPAC LLC, extend the period of time to consummate an initial business
combination up to two times, each by an additional three months (for a total of up to 21 months to complete an initial business combination),
subject to the deposit of additional funds into the Trust Account by our Sponsor or its affiliates or designees as set out below. Our
stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of our
amended and restated certificate of incorporation, in order for the time available for us to consummate our initial business combination
to be extended, our Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must
deposit into the Trust Account $ 1,150,000
($ 0.10
per unit, up to an aggregate of $ 2,300,000 ),
on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a
non-interest bearing loan and would be repaid, if at all, from funds released to us upon completion of our initial business combination.
In the event that we receive notice from our Sponsor five days prior to the applicable deadline of its wish for us to effect an extension,
we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend
to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our Sponsor
is not obligated to fund the Trust Account to extend the time for us to complete our initial business combination. If we are unable to
consummate an initial business combination within such time period, we will, as promptly as possible but not more than ten business days
thereafter, redeem 100 %
of our outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest
earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000
of interest to pay our dissolution expenses),
and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which
may take priority over the claims of our public stockholders. In the event of our dissolution and liquidation, the Rights and Public
Warrants will expire and will be worthless. To
the extent we are unable to consummate an initial business combination, we will pay the costs of liquidation from our remaining assets
outside of the Trust Account. If such funds are insufficient, our Sponsor has agreed to pay the funds necessary to complete such liquidation
and has agreed not to seek repayment of such expenses. Basis
of Presentation The
accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section
102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a
class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private
companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the
new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither
an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible
because of the potential differences in accounting standards used. COVID-19
Pandemic In
March 2020, the World Health Organization characterized the outbreak of the novel strain of coronavirus, specifically identified as COVID-19,
as a global pandemic. This has resulted in governments enacting emergency measures to combat the spread of the virus. These measures,
which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption
to business, resulting in a global economic slowdown. Equity markets have experienced significant volatility and weakness and the governments
and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The
current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may
also have a direct impact on the Company’s operating results and financial position in the future. The ultimate duration and magnitude
of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this
time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control,
including new information which may emerge concerning the spread and severity of COVID-19 and actions taken to address its impact, among
others. The repercussions of this health crisis could have a material adverse effect on the Company’s business, financial condition,
liquidity and operating results. In
response to COVID-19, the Company has implemented working practices to address potential impacts to its operations, employees and customers,
and will take further measures in the future if and as required. At present, we do not believe there has been any appreciable impact
on the Company specifically associated with COVID-19. |
