OTC: WINVW

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 Warrants, generating gross proceeds of $450,000.

The
net proceeds from the Initial Public Offering, together with certain of the proceeds from the Private Placements, $116,150,000 in the
aggregate, were placed in the Trust Account.

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In
connection with the votes to approve the Extension Amendments (as defined below), the holders of an aggregate of 11,279,964 shares of
our Public Stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash, for an aggregate
redemption amount of approximately $116 million. Following such redemptions, 220,036 shares of our Public Stock remained outstanding,
and at December 31, 2025, approximately $3.1 million was left in the Trust Account. For further information, see “Item 1. –
Business – Effecting our Initial Business Combination.”

Our
Management Team, Board and Advisors

Our
management team, board of directors and advisory board consist of seasoned industry executives, with proven track records of:

●
Operating
fast growing digital businesses across financial services and adjacent industries;

●
Developing
scaled digital financial services offerings;

●
Growing
prominent companies, both organically and through acquisitions;

●
Securing
strategic relationships and implementing successful customer acquisition strategies;

●
Building
digital infrastructure;

●
Applying
technology to differentiate customer experience and the brand;

●
Utilizing
big data, machine learning and artificial intelligence to generate value-added consumer insight and experience;

●
Building
cohesive and productive management teams;

●
Functioning
in an advisory capacity and providing governance to operational leadership teams;

●
Sourcing,
structuring, financing, acquiring and selling businesses; and

●
Fostering
relationships with sellers, investors and target management teams.

Members
of our advisory board have experience as executives, in leading corporate strategy and in investing. Our advisory board members’
skills as investors, financial information and technology strategists, investment advisors and corporate advisors further support our
ability to identify and drive value in our Initial Business Combination through their sourcing channels, relationship networks and leadership
experience.

We
believe that the experience and capabilities of our management, our board of directors and our advisory board will make us an attractive
partner to potential target businesses, enable us to pursue a broad range of opportunities, enhance our ability to complete a successful
business combination and be accretive to our potential target business upon the completion of the Initial Business Combination. However,
our management team’s experience and capabilities do not guarantee a successful Initial Business Combination. We cannot guarantee
that our current officers and directors will continue in their respective roles, or in any other role, after our Initial Business Combination,
and their expertise may only be of benefit to us until we complete our Initial Business Combination. Past performance by our management
team is not a guarantee of success with respect to any business combination we may consummate.

Acquisition
Strategy

Our
search was initially focused on creating a scalable digital financial media and investing platform. However, we may pursue an acquisition
opportunity in any industry or sector, and will not limit our search to the financial services industry. We believe that many businesses
could benefit from access to the public markets but have thus far been unable to access these markets due to a number of factors. We
expect to utilize our management team’s experience in operating and leading a number of successful companies to achieve our objective.

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Investment
Criteria

We
initially intended to identify companies that have compelling growth potential and a combination of the characteristics listed below
but we have since expanded our search and are considering other target companies for our Initial Business Combination. We will use these
guidelines, among others, to evaluate acquisition opportunities, but we may decide to enter into our Initial Business Combination with
a target business that does not meet these criteria.

●
Attractive
customer and financial metrics, including demonstrated revenue scale and growth and a clear path to profitability.

●
Ability
to efficiently unlock revenue synergies, synergies of scale, and/or operational synergies.

●
Significant
embedded or underexploited expansion opportunities or underinvestment in by current owners.

●
Identifiable
and implementable opportunities for value creation through acquisitions, capital investment in organic growth strategies, or generation
of greater operating efficiencies.

●
Ability
to benefit from a public listing and access to the public capital markets and ability to effectively utilize the broader access to
capital and the public profile that are associated with being a publicly traded company.

These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular Initial Business Combination may be
based, to the extent relevant, on these general guidelines, as well as other considerations, factors and criteria that our management
team may deem relevant. In the event that we decide to enter into our Initial Business Combination with a target business that does not
meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder
communications related to our Initial Business Combination, which would be in the form of proxy solicitation materials or tender offer
documents that we would file with the SEC. We will use these guidelines to evaluate acquisition opportunities, but we may decide to enter
into our Initial Business Combination with a target business that does not meet these criteria.

Effecting
Our Initial Business Combination

General

We
are not presently engaged in, and we will not engage in, any substantive commercial business until the closing of our Initial Business
Combination. We intend to utilize cash derived from the proceeds of the Initial Public Offering and the Private Placement, our capital
stock, debt or a combination of these in effecting our Initial Business Combination. Although substantially all of the net proceeds of
our Initial Public Offering and the Private Placement are intended to be applied generally toward effecting a business combination, the
proceeds are not otherwise being designated for any more specific purposes. Our Initial Business Combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market
for its shares. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable
or in its early stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target
business, we may only have the ability, as a result of our limited resources, to effect only a single business combination.

We have not established any specific attributes or criteria (financial
or otherwise) for prospective target businesses. Accordingly, there is no basis for our public stockholders to evaluate the possible
merits or risks of the target business with which we may ultimately complete a business combination. To the extent we effect a business
combination with a company or an entity in its early stage of development or growth, including entities without established records of
sales or earnings, we may be affected by numerous risks inherent in the business and operations of early stage or potential emerging
growth companies. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure
you that we will properly ascertain or assess all significant risk factors.

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Sources
of Target Businesses

We
believe based on our management’s business knowledge and past experience that there are numerous business combination candidates.
We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment
bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial
community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through
calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited
basis, since many of these sources may have read our prospectus and other securities filings and know what types of businesses we are
targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they
become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as
attending trade shows or conventions. We may engage professional firms or other individuals that specialize in business acquisitions
or mergers in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an
arm’s length negotiation based on the terms of the transaction. In no event, however, will our insiders or any of the members of
our management team be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in
order to effectuate, the consummation of our Initial Business Combination (regardless of the type of transaction that it is). We have
no present intention to enter into a business combination with a target business that is affiliated with any of our officers, directors,
advisory board members or insiders. However, we are not restricted from entering into any such transactions and may do so if (1) such
transaction is approved by a majority of our disinterested and independent directors (if we have any at that time) and (2) we obtain
an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a
financial point of view.

Selection
of a Target Business and Structuring of Our Initial Business Combination

Subject
to our management team’s fiduciary duties,
as described below in more detail, our management has virtually unrestricted flexibility in identifying and selecting a prospective target
business. Additionally, there is no limitation on our ability to raise funds privately or through loans in connection with our Initial
Business Combination. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses.

Accordingly,
there is no basis for our public stockholders to evaluate the possible merits or risks of the target business with which we may ultimately
complete a business combination. To the extent we effect our Initial Business Combination with a financially unstable company or an entity
in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected
by numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies.
The valuation of a financially unstable company or early stage company can be more complicated than the calculation of a mature, stable
company, and any valuation we make on such a company would be based, in part, on its prospects and how successful we believe the business
will be once the company matures or is stabilized. Although our management will endeavor to evaluate the risks inherent in a particular
target business, we may not properly ascertain or assess all significant risk factors. In evaluating a prospective target business, our
management may consider a variety of factors, including one or more of the following:

●
financial
condition and results of operation;

●
growth
potential;

●
brand
recognition and potential;

●
return
on equity or invested capital;

●
market
capitalization or enterprise value;

●
experience
and skill of management and availability of additional personnel;

●
capital
requirements;

●
competitive
position;

●
barriers
to entry;

●
stage
of development of the products, processes or services;

●
existing
distribution and potential for expansion;

●
degree
of current or potential market acceptance of the products, processes or services;

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●
proprietary
aspects of products and the extent of intellectual property or other protection for products or formulas;

●
impact
of regulation on the business;

●
regulatory
environment of the industry;

●
costs
associated with effecting the business combination;

●
industry
leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and

●
macro
competitive dynamics in the industry within which the company competes.

These
criteria are not intended to be exhaustive. Our management may not consider any of the above criteria in evaluating a prospective target
business. The retention of our officers and directors following the completion of any business combination will not be a material consideration
in our evaluation of a prospective target business.

Any
evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as
well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.
In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,
meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available
to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although
we have no current intention to engage any such third parties.

The
time and costs required to select and evaluate a target business and to structure and complete our Initial Business Combination remain
to be determined. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a
business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise
complete a business combination.

Proposed
Initial Business Combination with Xtribe

On
September 16, 2024, we entered into an Amended and Restated Business Combination Agreement (the “Business Combination Agreement”),
by and among WinVest, WinVest (BVI) Ltd., a British Virgin Islands business company registered with company number 2157117 and a wholly
owned subsidiary of WinVest (“WinVest BVI”), Xtribe PLC and Xtribe (BVI) Ltd., a British Virgin Islands business company
registered with company number 2157137 and a wholly-owned subsidiary of Xtribe PLC (“Xtribe BVI,” and together with Xtribe
PLC, “Xtribe”), which amended and restated a business combination agreement entered into by and among WinVest, Xtribe PLC
and certain affiliates thereof on May 9, 2024 in its entirety. However, during our fiscal year ended December 31, 2025, the proposed business combination with Xtribe was terminated.

Proposed Initial Business Combination with
Embed Financial Group Holdings (“EFGH”)

On December
2, 2025, WinVest Acquisition Corp., a Delaware corporation (the “SPAC”) entered into a Business Combination Agreement
(the “Business Combination Agreement”) with WinVest Holdings Corp., an exempted company incorporated and registered
in the Cayman Islands (“Pubco”), WinVest Merger Sub I Limited, an exempted company incorporated and registered in the
Cayman Islands and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), WV Merger Sub II Corp., a Delaware corporation
and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and Embed Financial Group Cayman Holdings, an exempted
company incorporated and registered in the Cayman Islands (the “Company”). The proposed initial business combination
has not been consummated as of the date of this filing.

Fair
Market Value of Target Business

Pursuant
to Nasdaq listing rules, an Initial Business Combination must occur with one or more target businesses having an aggregate fair market
value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriting discounts and commissions
and taxes payable on the income earned on the Trust Account), which we refer to as the 80% test, at the time of the execution of a definitive
agreement for our Initial Business Combination, although we may structure a business combination with one or more target businesses whose
fair market value significantly exceeds 80% of the Trust Account balance. As we are no longer listed on Nasdaq, we will not be required
to satisfy the 80% test.

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We
currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses.
We may, however, structure a business combination where we merge directly with the target business or where we acquire less than 100%
of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders
or for other reasons, but we will only complete such business combination if the post-transaction company owns 50% or more of the outstanding
voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act. Even if the post-transaction company owns 50% or more of the voting securities
of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company,
depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case,
we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares,
our stockholders immediately prior to our Initial Business Combination could own less than a majority of our outstanding shares subsequent
to our Initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned
or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued
for purposes of the 80% test. In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities
to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt or equity securities. The
fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the
financial community (such as actual and potential sales, earnings, cash flow and/or book value). We are not required to obtain an opinion
from an unaffiliated third party that the target business we select has a fair market value in excess of at least 80% of the balance
of the Trust Account unless our board of directors cannot make such determination on its own. The board of directors, in light of its
fiduciary obligation to stockholders, would be required to determine whether it is capable of valuing the target company based on the
experience of its members in valuing companies and whether the board was actually able to reach a determination of value with respect
to the particular target company.

Lack
of Business Diversification

For
an indefinite period of time after consummation of our Initial Business Combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By consummating our Initial Business Combination with only a single entity, our lack
of diversification may:

●
subject
us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the
particular industry in which we operate after our Initial Business Combination; and

●
result
in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited
number of products, processes or services.

Limited
Ability to Evaluate the Target Business’ Management Team

Although
we intend to scrutinize the management team of a prospective target business for, among other things, their ability to manage a company
with securities that are publicly traded, when evaluating the desirability of effecting our Initial Business Combination, our assessment
of the target business’ management team may not prove to be correct. In addition, the future management team may not have the necessary
skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in
the target business following our Initial Business Combination remains to be determined. While it is possible that some of our key personnel
will remain associated in senior management or advisory positions with us following our Initial Business Combination, it is unlikely
that they will devote their full time efforts to our affairs subsequent to our Initial Business Combination. Moreover, they would only
be able to remain with the company after the consummation of our Initial Business Combination if they are able to negotiate employment
or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation
of the business combination and could provide for them to receive compensation in the form of cash payments and/or our securities for
services they would render to the company after the consummation of the business combination. While the personal and financial interests
of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the
company after the consummation of our Initial Business Combination will not be the determining factor in our decision as to whether or
not we will proceed with any potential business combination. Additionally, our officers and directors may not have significant experience
or knowledge relating to the operations of the particular target business.

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Following
our Initial Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
We may not have the ability to recruit additional managers, or any such additional managers we do recruit may not have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders
May Not Have the Ability to Approve an Initial Business Combination

In
connection with any proposed business combination, we will either (1) seek stockholder approval of our Initial Business Combination at
a meeting called for such purpose at which public stockholders may seek to convert their Public Stock, regardless of whether they vote
for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the Trust
Account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their Public Stock to us by means
of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate
amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding
the foregoing, our insiders and advisory board members have agreed, pursuant to written letter agreements with us, not to convert any
Public Stock held by them into their pro rata share of the aggregate amount then on deposit in the Trust Account. If we determine
to engage in a tender offer, such tender offer will be structured so that each stockholder may tender any or all of his, her or its Public
Stock rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval
of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on
a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek
stockholder approval. If we so choose and we are legally permitted to do so, we have the flexibility to avoid a stockholder vote and
allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), which regulate issuer tender offers. In that case, we will file tender offer documents with the SEC
which will contain substantially the same financial and other information about the Initial Business Combination as is required under
the SEC’s proxy rules. If we seek stockholder approval of our Initial Business Combination, we will consummate our Initial Business
Combination only if a majority of the issued and outstanding shares of Common Stock voted are voted in favor of the business combination.

Our
insiders and advisory board members have agreed (1) to vote any shares of Common Stock owned by them in favor of any proposed business
combination, (2) not to convert any shares of Common Stock in connection with a stockholder vote to approve a proposed Initial Business
Combination and (3) not sell any shares of Common Stock in any tender offer in connection with a proposed Initial Business Combination.
As a result, and following the approval of the Extension Amendments, if we sought stockholder approval of a proposed transaction, we
would not need any of our Public Stock to be voted in favor of the transaction in order to have such transaction approved.

If
we hold a meeting to approve a proposed business combination and a significant number of stockholders vote, or indicate an intention
to vote, against such proposed business combination, our officers, directors, initial stockholders or their affiliates could make such
purchases in the open market or in private transactions in order to influence the vote. Notwithstanding the foregoing, our officers,
directors, initial stockholders and their affiliates will not make purchases of Common Stock if the purchases would violate Section 9(a)(2)
or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

Conversion/Tender
Rights

At
any meeting called to approve an Initial Business Combination, public stockholders may seek to convert their Public Stock, regardless
of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then
on deposit in the Trust Account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our insiders and advisory board
members have agreed, pursuant to written letter agreements with us, not to convert any Public Stock held by them into their pro rata
share of the aggregate amount then on deposit in the Trust Account. If we hold a meeting to approve an Initial Business Combination,
a holder will always have the ability to vote against a proposed business combination and not seek conversion of its shares.

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Alternatively,
if we engage in a tender offer, each public stockholder will be provided the opportunity to sell its Public Stock to us in such tender
offer. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum
amount of time we would need to provide holders to determine whether they want to sell their Public Stock to us in the tender offer or
remain an investor in our company.

Our
initial stockholders, officers and directors do not have conversion rights with respect to any shares of Common Stock owned by them,
directly or indirectly.

We
may also require public stockholders, whether they are a record holder or hold their shares in “street name,” to either tender
their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust
Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the
business combination. The proxy solicitation materials that we will furnish to stockholders in connection with the vote for any proposed
business combination will indicate whether we are requiring stockholders to satisfy such delivery requirements. Accordingly, a stockholder
would have from the time our proxy statement is mailed through the vote on the business combination to deliver his shares if it wishes
to seek to exercise its conversion rights. Under Delaware law and our bylaws, we are required to provide at least 10 days’ advance
notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise
conversion rights. As a result, if we require public stockholders who wish to convert their shares of Common Stock into the right to
receive a pro rata portion of the funds in the Trust Account to comply with the foregoing delivery requirements, holders may not
have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, public stockholders may not be able
to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to.

There
is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC
System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this
cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise
conversion rights. The need to deliver shares is a requirement of exercising conversion rights regardless of the timing of when such
delivery must be effectuated. However, in the event we require stockholders seeking to exercise conversion rights to deliver their shares
prior to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result
in an increased cost to stockholders.

Any
request to convert or tender such shares, once made, may be withdrawn at any time up to the vote on the proposed business combination
or expiration of the tender offer. Furthermore, if a holder of a public share delivered its certificate in connection with an election
of their conversion or tender and subsequently decides prior to the vote on the business combination or the expiration of the tender
offer not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If
the Initial Business Combination is not approved or completed for any reason, then our public stockholders who elected to exercise their
conversion or tender rights would not be entitled to convert their shares for the applicable pro rata share of the Trust Account.
In such case, we will promptly return any shares delivered by public holders.

Ability
to Extend Time to Complete a Business Combination

Our
amended and restated certificate of incorporation (as amended, the “Certificate of Incorporation”) provided that we had until
December 17, 2022 to complete an Initial Business Combination; provided, however, that if we anticipated we may not be able to consummate
an Initial Business Combination by December 17, 2022, we, by resolution of the board of directors if requested by our Sponsor, could
extend the period of time to consummate an Initial 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 (the “November 2022 Extension Meeting”) to, among other things, approve
an amendment to our Certificate of Incorporation to extend the date by which we must consummate an Initial Business Combination (the
“Termination Date”) from December 17, 2022 to January 17, 2023, and to allow us, without another stockholder vote, to elect
to extend the Termination Date 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 the Initial Business Combination shall have occurred prior thereto (the “November 2022 Extension Amendment”). Our Sponsor
agreed that if the November 2022 Extension Amendment was approved at the November 2022 Extension 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.

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The
stockholders approved the November 2022 Extension Amendment at the November 2022 Extension Meeting. Accordingly, on December 5,
2022, we issued an unsecured promissory note in the principal amount of $750,000 (the “First 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 Termination Date.
The First Extension Note does not bear interest and matures upon the earlier of (a) the closing of the Initial Business Combination
and (b) our liquidation. In the event that we do not consummate an Initial Business Combination, the First Extension Note will be
repaid only from amounts remaining outside of the Trust Account, if any. Upon the consummation of an Initial Business Combination,
our Sponsor may elect to convert any portion or all of the amount outstanding under the First 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 Placement Warrants issued to our Sponsor at the time of our Initial Public Offering. The balance on the First
Extension Note as of both December 31, 2025 and 2024 was $750,000.

In
connection with the vote to approve the November 2022 Extension Amendment, the holders of 9,606,887 shares of 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.

On
June 12, 2023, we held a second special meeting of stockholders (the “June 2023 Extension Meeting”), at which the stockholders
approved, among other things, (i) an amendment to our Certificate of Incorporation (the “June 2023 Extension Amendment”)
to extend the Termination Date from June 17, 2023 to July 17, 2023, and to allow us, without another stockholder vote, to elect to extend
the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested by
the Sponsor) after July 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 December 17, 2023, or a total of up to six months after June 17, 2023, unless
the closing of our Initial Business Combination shall have occurred prior thereto, and (ii) an amendment (the “Redemption Limitation
Amendment”) to eliminate from the Certificate of Incorporation the limitation that we may not consummate any business combination
unless we have net tangible assets of at least $5,000,001 upon consummation of such business combination. Following stockholder approval
of the June 2023 Extension Amendment and the Redemption Limitation Amendment at the June 2023 Extension Meeting, on June 16, 2023, we
filed the June 2023 Extension Amendment and the Redemption Limitation Amendment with the Delaware Secretary of State.

In
connection with the approval of the June 2023 Extension Amendment on June 12, 2023, on June 13, 2023, we issued an unsecured promissory
note in the principal amount of $390,000 (the “Second Extension Note”) to our Sponsor, pursuant to which our Sponsor agreed
to loan us up to $390,000 in connection with the extension of the Termination Date. The Second Extension Note does not bear interest
and matures upon the earlier of (a) the closing of an Initial Business Combination and (b) our liquidation. In the event that we do not
consummate an Initial Business Combination, the Second Extension Note will be repaid only from amounts remaining outside of the Trust
Account, if any. Upon the consummation of the Initial Business Combination, our Sponsor may elect to convert any portion or all of the
amount outstanding under the Second 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 Placement Warrants issued to our Sponsor at the
time of the Initial Public Offering. The balance on the Second Extension Note as of December 31, 2025 was $390,000.

In
connection with the vote to approve the June 2023 Extension Amendment, the holders of 627,684 shares of Public Stock properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.71 per
share, for an aggregate redemption amount of $6,721,794.56. Following such redemptions, $13,551,331.16 was left in the Trust Account
and 1,265,429 shares of Public Stock remained outstanding.

On
November 30, 2023, we held a third special meeting of stockholders, at which the stockholders approved, among other things, an amendment
to our Certificate of Incorporation (the “November 2023 Extension Amendment”) to extend the Termination Date from December
17, 2023 to January 17, 2024, and to allow us, without another stockholder vote, to elect to extend the Termination Date on a monthly
basis for up to five times by an additional one month each time after December 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, 2024, or
a total of up to six months after December 17, 2023, unless the closing of our Business Combination shall have occurred prior thereto,
by causing $55,000 to be deposited into the Trust Account for each such extension.

In
connection with the approval of the November 2023 Extension Amendment, on December 13, 2023, we issued an unsecured promissory note in
the principal amount of $330,000 (the “Third Extension Note”) to our Sponsor, pursuant to which our Sponsor agreed to loan
us up to $330,000 in connection with the extension of the Termination Date. The Third Extension Note does not bear interest and matures
upon the earlier of (a) the closing of an Initial Business Combination and (b) our liquidation. In the event that we do not consummate
an Initial Business Combination, the Third Extension Note will be repaid only from amounts remaining outside of the Trust Account, if
any.

In
connection with the vote to approve the November 2023 Extension Amendment, the holders of 122,306 shares of Public Stock properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.81 per
share, for an aggregate redemption amount of $1,322,518. Following such redemptions, approximately $12,360,810 was left in the Trust
Account and 1,143,123 shares of Public Stock remained outstanding.

On
June 3, 2024, we held a fourth special meeting of stockholders, at which the stockholders approved, among other things, an amendment
to our Certificate of Incorporation (the “June 2024 Extension Amendment”) to extend the Termination Date from June 17, 2024
to July 17, 2024, and to allow us, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up
to five times by an additional one month each time after July 17, 2024, 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 December 17, 2024, or a total of up
to six months after June 17, 2024, unless the closing of our Initial Business Combination shall have occurred prior thereto, by causing
$30,000 to be deposited into the Trust Account for each such extension.

In
connection with the approval of the June 2024 Extension Amendment, on June 12, 2024, we issued an unsecured promissory note in the principal
amount of $180,000 (the “Fourth Extension Note”) to our Sponsor, pursuant to which the Sponsor agreed to loan to us up to
$180,000 in connection with the extension of the Termination Date. The Fourth Extension Note does not bear interest and matures upon
the earlier of (a) the closing of an Initial Business Combination and (b) our liquidation. In the event we do not consummate an Initial
Business Combination, the Fourth Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any.

13

In
connection with the vote to approve the June 2024 Extension Amendment, the holders of 650,790 shares of Public Stock properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $11.32 per
share, for an aggregate redemption amount of approximately $7,367,204. Following such redemptions, 492,333 shares of Public Stock remained
outstanding.

On
December 10, 2024, we held a fifth special meeting of stockholders, at which the stockholders approved, among other things, an amendment
to our Certificate of Incorporation (the “December 2024 Extension Amendment” and together with the November 2022 Extension
Amendment, the June 2023 Extension Amendment, the November 2023 Extension Amendment and the June 2024 Extension Amendment, the “Extension
Amendments”) to extend the Termination Date from December 17, 2024 to January 17, 2025, and to allow us, without another stockholder
vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month each time after January
17, 2025, 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, 2025, or a total of up to six months after December 17, 2024, unless the closing of our Initial
Business Combination shall have occurred prior thereto, by causing $30,000 to be deposited into the Trust Account for each such extension.

In
connection with the approval of the December 2024 Extension Amendment, on December 16, 2024, we issued an unsecured promissory note in
the principal amount of $180,000 (the “Fifth Extension Note,” and collectively with the First Extension Note, the Second
Extension Note, the Third Extension Note and the Fourth Extension Note, the “Extension Notes”) to the Sponsor, pursuant to
which the Sponsor agreed to loan to us up to $180,000 in connection with the extension of the Termination Date. The Fifth Extension Note
does not bear interest and matures upon the earlier of (a) the closing of an Initial Business Combination and (b) our liquidation. In
the event that we do not consummate an Initial Business Combination, the Fifth Extension Note will be repaid only from amounts remaining
outside of the Trust Account, if any. The balance on the Fifth Extension Note as of December 31, 2025 was $180,000.

In
connection with the vote to approve the December 2024 Extension Amendment, the holders of 233,555 shares of Public Stock properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $12.00 per
share, for an aggregate redemption amount of approximately $2,801,498. Following such redemptions, approximately $3,104,049 was left
in the Trust Account and 258,778 shares of Public Stock remained outstanding.

On
June 16, 2025, the Company held a special meeting of stockholders, at which the stockholders approved, among other things, an amendment
to the Company’s Certificate of Incorporation (the “June 2025 Extension Amendment”) to extend the Termination Date
from June 17, 2025 to July 17, 2025, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date
on a monthly basis for up to two times by an additional one month each time after July 17, 2025, by resolution of the Company’s
board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until
September 17, 2025, or a total of up to three months after June 17, 2025, unless the closing of the Company’s Initial Business
Combination shall have occurred prior thereto, by causing $30,000 to be deposited into the Trust Account for each such extension.

In
connection with the vote to approve the June 2025 Extension Amendment, the holders of 527 Public Shares properly exercised their right
to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $12.92 per share, for
an aggregate redemption amount of approximately $6,808.

Following
the approval of the June 2025 Extension Amendment on June 16, 2025, on June 16, 2025, the Company issued an unsecured promissory note
in the principal amount of $90,000 (the “Sixth Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan
to the Company up to $90,000 in connection with the termination date by which the Company must consummate an initial business combination.
The Note does not bear interest and matures upon the earlier of (a) the closing of a Business Combination and (b) the Company’s
liquidation. In the event that the Company does not consummate a Business Combination, the Note will be repaid only from amounts remaining
outside of the Trust Account, if any.

On
September 16, 2025, the Company held a special meeting of stockholders, at which the stockholders approved, among other things, an amendment
to the Company’s Certificate of Incorporation (the “September 2025 Extension Amendment”) to extend the Termination
Date from September 17, 2025 to March 17, 2026, and to allow the Company, without another stockholder vote, to elect to extend the Termination
Date on a monthly basis for up to five times by an additional one month each time after October 17, 2025, by resolution of the Company’s
board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until
March 17, 2026, or a total of up to six months after September 17, 2025, unless the closing of the Company’s Initial Business Combination
shall have occurred prior thereto, by causing $30,000 to be deposited into the Trust Account for each such extension.

In
connection with the vote to approve the September 2025 Extension Amendment, the holders of 38,215 Public Shares properly exercised their
right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $13.37 per share,
for an aggregate redemption amount of approximately $511,042.

14

Following
the approval of the September 2025 Extension Amendment on September 16, 2025, on September 16, 2025, the Company issued an unsecured
promissory note in the principal amount of $180,000 (the “Seventh Extension Note”) to the Sponsor, pursuant to which the
Sponsor agreed to loan to the Company up to $180,000 in connection with the termination date by which the Company must consummate an
initial business combination. The Note does not bear interest and matures upon the earlier of (a) the closing of a Business Combination
and (b) the Company’s liquidation. In the event that the Company does not consummate a Business Combination, the Note will be repaid
only from amounts remaining outside of the Trust Account, if any.

On
March 13, 2026, the Company held a special meeting of stockholders, at which the stockholders approved, among other things, an amendment
to the Company’s Certificate of Incorporation (the “March 2026 Extension Amendment”) to extend the Termination Date
from March 17, 2026 to September 17, 2026, and to allow the Company, without another stockholder vote, to elect to extend the Termination
Date on a monthly basis for up to five times by an additional one month each time after April 17, 2026, by resolution of the Company’s
board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until
September 17, 2026, or a total of up to six months after March 17, 2026, unless the closing of the Company’s Initial Business Combination
shall have occurred prior thereto, by causing $30,000 to be deposited into the Trust Account for each such extension.

In
connection with the vote to approve the March 2026 Extension Amendment, the holders of 14,086 Public Shares properly exercised their
right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $13.65 per share,
for an aggregate redemption amount of approximately $192,276.

Following
the approval of the March 2026 Extension Amendment on March 13, 2026, on March 13, 2026, the Company issued an unsecured promissory note
in the principal amount of $180,000 (the “Eighth Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to
loan to the Company up to $180,000 in connection with the termination date by which the Company must consummate an initial business combination.
The Note does not bear interest and matures upon the earlier of (a) the closing of a Business Combination and (b) the Company’s
liquidation. In the event that the Company does not consummate a Business Combination, the Note will be repaid only from amounts remaining
outside of the Trust Account, if any.

Through
the date of this report, the Company has deposited $2,130,000
into the Trust Account in connection with six drawdowns under the First Extension Note, six drawdowns under Second Extension Note, six
drawdowns under the Third Extension Note, six drawdowns under the Forth Extension Note, six drawdowns under the Fifth Extension Note,
three drawdowns under the Sixth Extension Note, six drawdowns under the Seventh Extension Note and one drawdown under the eighth extension
note (collectively the “Extension Notes”). Such amounts will be distributed either to: (i) all the holders of Public Shares
upon the Company’s liquidation or (ii) holders of such shares who elect to have their shares redeemed in connection with (a) a
vote to approve certain specified amendments to the Company’s Certificate of Incorporation or (b) the consummation of an Initial
Business Combination. As of December 31, 2025 and December 31, 2024, $2,040,000 and $1,680,000,
respectively, was outstanding under the Extension Notes.

The
issuance of each of the Extension Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”).

Automatic
Liquidation of Trust Account if No Business Combination

If
we do not complete a business combination by the Termination Date (as such date may be extended pursuant to the terms of our Certificate
of Incorporation), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter, redeem 100% of the outstanding Public Stock 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 (iii) as promptly as reasonably possible following such redemption, subject
to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii)
above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. At such
time, the Rights and Warrants will expire and holders of Rights or Warrants will receive nothing upon a liquidation with respect to such
Rights or Warrants, and the Rights and Warrants will be worthless.

Under
the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent
of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our public stockholders
upon the redemption of 100% of our outstanding Public Stock in the event we do not complete our Initial Business Combination within the
required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures
set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims
against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period
during which the corporation may reject any claims brought, and an additional 150-day waiting period before any redemptions are made
to stockholders, any liability of stockholders with respect to a redemption is limited to the lesser of such stockholder’s pro
rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the
third anniversary of the dissolution.

Furthermore,
if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of 100% of our outstanding Public
Stock in the event we do not complete our Initial Business Combination within the required time period is not considered a liquidation
distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware
General Corporation Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution,
instead of three years, as in the case of a liquidation distribution. It is our intention to redeem our Public Stock as soon as reasonably
possible following the Termination Date (as may be extended), and, therefore, we do not intend to comply with the above procedures. As
such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any
liability of our stockholders may extend well beyond the third anniversary of such date.

Because
we will not be complying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation
Law requires us to adopt a plan, based on facts known to us at such time, that will provide for our payment of all existing and pending
claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company,
rather than an operating company, and our operations will be limited to seeking to complete an Initial Business Combination, the only
likely claims to arise would be from vendors (such as lawyers, investment bankers, etc.), prospective target businesses or potentially
claims related to the 1% Excise Tax (as defined below) under the Inflation Reduction Act of 2022. For further information, see “