WinVest Acquisition Corp 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR COMMISSION FILE NUMBER001-40796 WINVEST ACQUISITION CORP.(Exact name of registrant as specified in its charter) Delaware86-2451181(State or other jurisdiction of(I.R.S. Employer Cambridge,Massachusetts02140(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(617)658-3094 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports) and has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller Reporting Company☒ Emerging Growth Company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ At June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate marketvalue of the registrant’s shares of common stock outstanding, other than shares held by persons who may be deemed affiliates of theregistrant, was approximately $5,760,296. As of March 5, 2025, the Registrant had3,133,778shares of its common stock, $0.0001par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS SUMMARY RISK FACTORS4PART I5ITEM 1. BUSINESS.5ITEM 1A. RISK FACTORS.20ITEM IB. UNRESOLVED STAFF COMMENTS.45ITEM 2. PROPERTIES.46ITEM 3. LEGAL PROCEEDINGS.46ITEM 4. MINE SAFETY DISCLOSURES.46PART II46ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES.46ITEM 6. [RESERVED].49ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS.49ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.56ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.56ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE.56ITEM 9A. CONTROLS AND PROCEDURES.56ITEM 9B. OTHER INFORMATION.58ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.58PART III58ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.58ITEM 11. EXECUTIVE COMPENSATION.65ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS.65ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.66ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.69PART IV70ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.70SIGNATURES742 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements contained in this Annual Report on Form