WinVest Acquisition Corp.

WinVest Acquisition Corp. announced a change in its independent registered public accounting firm. The company dismissed BCRG Group and appointed Simon & Edward LLP (S&E) as its new auditor, effective June 23, 2026. This change occurred because S&E acquired BCRG's attest business. The company confirmed there were no disagreements with BCRG on accounting principles or audit procedures, nor any reportable events, other than previously disclosed material weaknesses in internal control over financial reporting.

WinVest Acquisition Corp. announced a third drawdown of $30,000 from an unsecured promissory note with its Sponsor, WinVest SPAC LLC. This funding was deposited into the Trust Account to extend the deadline for consummating an initial business combination from June 17, 2026, to July 17, 2026. The $180,000 promissory note, issued on March 16, 2026, does not bear interest and allows for up to six equal drawdowns of $30,000.

WinVest Acquisition Corp. (SPAC) entered into an Amended and Restated Business Combination Agreement on May 26, 2026, with Embed Financial Group Holdings (Pubco) and Embed Financial Group Cayman Holdings. This agreement amends and restates the original December 2, 2025 agreement. Key changes include the establishment of sponsored American depositary share (ADS) facilities and a share capital restructuring of Embed Financial Group Cayman Holdings, facilitating the conversion of shares and warrants into Pubco Class A Ordinary Shares represented by ADSs.

WinVest Acquisition Corp. reported a net loss of $(166,306) for the three months ended March 31, 2026, a significant reduction from $(708,544) in the prior year. The company's total assets decreased to $3.03 million, while total liabilities increased to $12.02 million. WinVest terminated its proposed business combination with Xtribe in 2025 and is now pursuing a business combination with Embed Financial Group Holdings (EFGH), with the termination date extended to September 17, 2026.

WinVest Acquisition Corp. drew down $30,000 from an unsecured promissory note with its Sponsor, WinVest SPAC LLC. This third drawdown extends the deadline for the company to complete an initial business combination from May 17, 2026, to June 17, 2026. The funds were deposited into the Trust Account and will be distributed to public shareholders upon liquidation or redemption.

WinVest Acquisition Corp. announced a second drawdown of $30,000 from an unsecured promissory note with its sponsor, WinVest SPAC LLC. This action, taken on April 10, 2026, extends the deadline for the company to complete an initial business combination from April 17, 2026, to May 17, 2026. The promissory note, totaling $180,000, does not bear interest and is repayable only from amounts outside the trust account if a business combination is not consummated.