The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in the section of this Annual Report on Form 10-K entitled "Item 8. Financial Statements and Supplementary Data." Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth in this Annual Report under the headings "Cautionary Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K.

References in this discussion and analysis to "we," "us," "our" or the "Company" refer to WinVest Acquisition Corp.





Overview

We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering (the "Initial Public Offering"), our capital stock, debt or a combination of cash, stock and debt.

As of December 31, 2022 and the date of this filing, we had not commenced core operations. All activity for the period from March 1, 2021 (inception) through December 31, 2022 related to our formation and raising funds through our Initial Public Offering and identifying a target company for a business combination. We will not generate any operating revenues until after the completion of an initial business combination, at the earliest. We generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The stock exchange listing rules provide that the initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in a trust account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee (the "Trust Account") (excluding the deferred underwriting commissions and taxes payable) at the time of the our signing a definitive agreement in connection with the initial business combination. We will only complete an initial business combination if the post-initial business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended. There is no assurance that we will be able to successfully effect an initial business combination.

Our amended and restated certificate of incorporation provided that we had until December 17, 2022 to complete a business combination; provided, however, that if we anticipated we may not be able to consummate a business combination by December 17, 2022, we, by resolution of the board of directors if requested by the sponsor, could extend the period of time to consummate a business combination up to two times, each by an additional three months (up until June 17, 2023), subject to the deposit of additional funds into the trust account by our sponsor or its affiliates or designees. On November 30, 2022, we held a special meeting of stockholders to, among other things, approve an extension amendment to our amended and restated certificate of incorporation to extend the date by which we must consummate an initial business combination from December 17, 2022 to January 17, 2023, and to allow us, without another stockholder vote, to elect to extend the date by which we must consummate an initial business combination on a monthly basis for up to five times by an additional one month each time after January 17, 2023, by resolution of our board of directors, if requested by the sponsor, and upon five days' advance notice prior to the applicable termination date, until June 17, 2023, or a total of up to six months after the original termination date of December 17, 2022, unless the closing of our initial business combination shall have occurred prior thereto (the "Extension Amendment"). Our sponsor agreed that if the Extension Amendment proposal was approved at the special meeting, it or one or more of its affiliates, members or third-party designees would lend to us up to $750,000 to be deposited into the trust account.

The stockholders approved the Extension Amendment proposal at the special meeting. Accordingly, on December 5, 2022, we issued an unsecured promissory note in the principal amount of $750,000 (the "Extension Note") to our sponsor, pursuant to which our sponsor agreed to loan to us up to $750,000 in connection with the extension of the date by which we must consummate an initial business combination. The Extension Note does not bear interest and matures upon the earlier of (a) the closing of a business combination and (b) our liquidation. In the event that we do not consummate a business combination, the Extension Note will be repaid only from amounts remaining outside of the trust account, if any. Upon the consummation of a business combination, our sponsor may elect to convert any portion or all of the amount outstanding under the Extension Note into private warrants to purchase shares of our Common Stock at a conversion price of $0.50 per private warrant. Such private warrants will be identical to the Private Warrants issued to our sponsor at the time of our Initial Public Offering.





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In connection with the vote to approve the Extension Amendment proposal, the holders of 9,606,887 shares of Common Stock issued as part of the units sold in our Initial Public Offering properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of approximately $98.0 million. Following such redemptions, 1,893,113 shares of Common Stock issued as part of the units sold in our Initial Public Offering remained outstanding and, as of December 31, 2022, approximately $19.6 million remained in the trust account.

On December 5, 2022, we effected the first drawdown of $125,000 under the Extension Note and caused our sponsor to deposit such sum into the trust account in connection with the extension of the date by which the Company must consummate an initial business combination from December 17, 2022 to January 17, 2023. On January 12, 2023, we effected the second drawdown of $125,000 under the Extension Note and caused our sponsor to deposit such sum into the trust account in connection with the extension of the date by which we must consummate an initial business combination from January 17, 2023 to February 17, 2023. On February 13, 2023, we effected the third drawdown of $125,000 under the Extension Note and caused our sponsor to deposit such sum into the trust account in connection with the extension of the date by which we must consummate an initial business combination from February 17, 2023 to March 17, 2023. On March 15, 2023, we effected the fourth drawdown of $125,000 under the Extension Note and caused our sponsor to deposit such sum into the trust account in connection with the extension of the date by which we must consummate an initial business combination from March 17, 2023, to April 17, 2023. We intend to deposit an additional $125,000 into the trust account for each subsequent extension that is needed by us to complete an initial business combination. Such amounts would be distributed either to: (i) all of the holders of our Common Stock issued as part of the units sold in the Initial Public Offering upon our liquidation or (ii) holders of shares of our Common Stock issued as part of the units sold in the Initial Public Offering who elect to have their shares redeemed in connection with the consummation of a 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 and Private Warrants will expire and will be worthless.

Results of Operations and Known Trends or Future Events

All activities through December 31, 2022 were related to our organizational activities, and preparation for our Initial Public Offering, and, after our Initial Public Offering, identifying a target company for a business combination. We will not generate any operating revenues until after completion of our initial business combination. Subsequent to our Initial Public Offering on September 17, 2021, we generate non-operating income in the form of interest and dividend income on cash and cash equivalents, and marketable securities held in the trust account. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. We incur ongoing expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance, as well as for due diligence expenses.

For the year ended December 31, 2022, our net loss was $226,632 and cash used in operating activities was $534,243 mainly due to cash paid for professional services, including legal, financial reporting, accounting and auditing compliance expenses. We intend to use our operating cash held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete an Initial Business Combination.





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Liquidity, Capital Resources and Going Concern

As of December 31, 2022, we had $88,247 in our operating bank account and working capital deficit of $248,829. Our liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from advances from a related party, our Sponsor, and from the issuance of common stock. Subsequent to the consummation of the Initial Public Offering, liquidity was satisfied through the net proceeds from the consummation of the Initial Public Offering and the proceeds from the Sponsor's purchase of Company Private Placement Warrants held outside of our Trust Account.

On March 16, 2021, we issued an unsecured promissory note to the sponsor, which note was amended on March 27, 2022 (the "Promissory Note"), pursuant to which we may borrow up to an aggregate principal amount of $300,000, of which $0 was outstanding under the Promissory Note as of December 31, 2022. The Promissory Note is non-interest bearing and payable on the date on which we consummate an initial business combination. The Sponsor may elect to convert any portion or all of the amount outstanding under the Promissory Note into warrants to purchase shares of our Common Stock at a conversion price of $0.50 per warrant, with each warrant entitling the holder thereof to acquire one-half share of Common Stock at an exercise price of $11.50 per whole share, commencing on the date of our initial business combination. No such conversions have yet occurred. On February 14, 2023, the Company effected the first drawdown of $38,000 under the Promissory Note. On February 21, 2023, the Company effected the second drawdown of $10,000 under the Promissory Note. On March 15, 2023, the Company effected the third drawdown of $58,500 under the Promissory Note. On March 28, 2023, the Company effected the fourth drawdown of $16,500 under the Promissory Note. The purpose of each drawdown is for the payment of expenses associated with operations and those necessary to initiate a business combination.

On September 17, 2021, we consummated our Initial Public Offering of 10,000,000 units (the "Units"). Each Unit consists of one share of Common Stock, one redeemable warrant (the "Public Warrant"), with each Public Warrant entitling the holder thereof to purchase one-half (1/2) of one share of Common Stock at an exercise price of $11.50 per whole share, subject to adjustment and one right (the "Right"), with each Right entitling the holder thereof to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation by us of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000 (before underwriting discounts and commissions and offering expenses).

Simultaneously with the consummation of the Initial Public Offering and the issuance and sale of the Units, we completed the private sale of 10,000,000 warrants (the "Private Placement Warrants") at a price of $0.50 per Private Placement Warrant to the sponsor, generating gross proceeds of $5,000,000 (such sale, the "Private Placement"). Each Private Placement Warrant entitles the holders to purchase one-half of one share of Common Stock at a price of $11.50 per whole share, subject to adjustment. The Private Placement Warrants are identical to the Public Warrants.

On September 23, 2021, our 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. Simultaneously with the sale of Over-Allotment Units, we 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.

We paid a total of $2,400,000 in underwriting discounts, expenses and commissions (not including deferred underwriting commissions of $4,025,000 payable only upon completion of our business combination) and $523,969 for other costs and expenses related to the Initial Public Offering, resulting in aggregate net proceeds from the Initial Public Offering and overallotment of $112,076,031.

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 the Trust Account established for the benefit of our public stockholders, and we had $638,000 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering.





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On December 5, 2022, we issued the Extension Note to our sponsor, pursuant to which the sponsor agreed to loan to us up to $750,000 in connection with the extension of the date by which we must consummate an initial business combination. The Extension Note does not bear interest and matures upon the earlier of (a) the closing of a business combination and (b) our liquidation. In the event that we do not consummate a business combination, the Extension Note will be repaid only from amounts remaining outside of the trust account, if any. Upon the consummation of a business combination, the sponsor may elect to convert any portion or all of the amount outstanding under the Extension Note into private warrants to purchase shares of our Common Stock at a conversion price of $0.50 per private warrant. Such private warrants will be identical to the Private Warrants issued to the sponsor at the time of our Initial Public Offering. On December 5, 2022, we effected the first drawdown of $125,000 under the Extension Note and caused the sponsor to deposit such sum into the trust account in connection with the extension of the date by which we must consummate an initial business combination from December 17, 2022 to January 17, 2023. On January 12, 2023, we effected the second drawdown of $125,000 under the Extension Note and caused the sponsor to deposit such sum into the trust account in connection with the extension of the date by which we must consummate an initial business combination from January 17, 2023 to February 17, 2023. On February 13, 2023, we effected the third drawdown of $125,000 under the Extension Note and caused our sponsor to deposit such sum into the trust account in connection with the extension of the date by which we must consummate an initial business combination from February 17, 2023 to March 17, 2023. On March 15, 2023, we effected the fourth drawdown of $125,000 under the Extension Note and caused our sponsor to deposit such sum into the trust account in connection with the extension of the date by which we must consummate an initial business combination from March 17, 2023, to April 17, 2023.

In connection with the vote to approve the Extension Amendment proposal, the holders of 9,606,887 shares of our Public Stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of approximately $98.0 million.

As of December 31, 2022, we had marketable securities held in the trust account of approximately $19.6 million. We intend to use substantially all of the remaining funds held in the trust account, including any amounts representing interest earned on the trust account, which interest shall be net of taxes payable, to complete our initial business combination. We may withdraw interest from the trust account to pay taxes and up to $100,000 of dissolution expenses, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to consummate a business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2022, we held $88,247 outside of the trust account. We intend to use the funds held outside the trust account, in addition to additional funds we may borrow under the Promissory Note, primarily to pay corporate filing and compliance expenses, identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination. Based on the available funds outside of the trust account and the Promissory Note, while we expect that we will have sufficient liquidity through the earlier of the consummation of an initial business combination and June 17, 2023, the actual expenses incurred up to such date may be higher than expected and materially exceed the funds available to us.

The accompanying financial statements have been prepared on the basis that we will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2022, we had not commenced any operations. All activity for the period from March 1, 2021 (inception) through December 31, 2021 relates to our formation and the Initial Public Offering. All activity for the fiscal year ended December 31, 2022 relates to identifying a target company for a business combination. We will not generate any operating revenues until after the completion of its initial business combination, at the earliest. We generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. Our ability to commence operations is contingent upon consummating a business combination. Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. Although management has been successful to date in raising necessary funding, there can be no assurance that any required future financing can be successfully completed. Furthermore, our ability to consummate our initial business combination within the contractual time period is uncertain. We have three months from March 2023 to consummate our business combination with the available extensions, which is 21 months from the closing of our Initial Public Offering, or until June 17, 2023. There is no assurance that we will successfully consummate a business combination by June 17, 2023. Assuming that expenses leading up to the consummation of a business combination do not materially increase and our current available funds outside of the trust account, as well as the approximate amount of $177,000 still available to us under the Promissory Note, we expect that we will have sufficient liquidity through the earlier of the consummation of an initial business combination and June 17, 2023. To the extent we are unable to consummate a business combination, we will need to pay the costs of liquidation as well from these funds. 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. Based on these circumstances, management has determined that there is substantial doubt about our ability to continue as a going concern due to the uncertainty of liquidity requirements and the mandatory liquidation date within one year.





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Accordingly, the accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of December 31, 2022, other than an agreement to pay WinVest SPAC LLC a monthly fee of $10,000 for office space, secretarial, and administrative support services provided to the Company. We began incurring these fees on September 14, 2021 and will continue to incur these fees monthly until the earlier of the completion of a business combination or the Company's liquidation.

Deferred underwriting discounts and commissions in an amount equal to 3.5% of the gross proceeds raised in the Initial Public Offering, or $4,025,000, will be payable to the underwriters upon the consummation of our initial business combination and will be held in the Trust Account until the consummation of such initial business combination.

As of December 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. We do not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.





Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. See Note 1 to our financial statements for further information on our critical accounting policies.

Recent Accounting Pronouncements

On August 5, 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The ASU's amendments are effective for public business entities that are not smaller reporting companies in fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this guidance.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.

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