WinVest Acquisition Corp 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO ________ COMMISSION FILE NUMBER 001-40796 WINVEST ACQUISITION CORP.(Exact name of registrant as specified in its charter) 125 Cambridgepark Drive, Suite 301Cambridge, 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: Units, each consisting of one share of CommonStock, one redeemable Warrant, and one RightCommon Stock, par value $0.0001 per shareWarrants to acquire one-half (1/2) of a share ofCommon StockRights to acquire one-fifteenth (1/15) of one shareof Common Stock Securities registered pursuant to Section 12(g) of the Act: None 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. Accelerated filer☐Smaller Reporting Company☒ Large accelerated filer☐Non-accelerated filer☒ 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, 2025, 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 $3,547,354. As of March 25, 2026, the Registrant had 3,080,950 shares of its common stock, $0.0001 par 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.44ITEM 2. PROPERTIES.45ITEM 3. LEGAL PROCEEDINGS.45ITEM 4. MINE SAFETY DISCLOSURES.45PART II45ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES.45ITEM 6. [RESERVED].48ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS.48ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.57ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.57ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE.57ITEM 9A. CONTROLS AND PROCEDURES.57ITEM 9B. OTHER INFORMATION.59ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.59PART III59ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.59ITEM 11. EXECUTI