WinVest Acquisition Corp.: Termination of a Material Definitive Agreement Item 2.03: Creation of a Direct Fi

(NASDAQ:WINVR) Winvest Acquisition Corp. announced that on November 9, 2026, it entered into a Termination and Release Agreement with Embed Financial Group Holdings (Pubco), WinVest Merger Sub I Limited, WV Merger Sub II Corp., and Embed Financial Group Cayman Holdings (EFGCH), mutually agreeing to terminate the Amended and Restated Business Combination Agreement dated May 26, 2026, as amended, effective November 9, 2026. The Business Combination Agreement was terminated in accordance with Section 9.1(a), and all transactions contemplated by the agreement were abandoned, rendering the agreement void except for certain provisions that expressly survive termination. All ancillary documents related to the Business Combination Agreement, except for any confidentiality agreement, were also automatically terminated, including provisions that would have otherwise survived. The Termination Agreement includes mutual releases by all parties and their related parties of all claims and liabilities arising out of or relating to the Business Combination Agreement, related transaction documents, contemplated transactions, and their termination, whether known or unknown, except for claims arising from a breach of the Termination Agreement. The parties agreed not to commence, encourage, or assist in proceedings relating to the released claims. The agreement also provides for cooperation among the parties in effectuating the termination, including withdrawal of applicable governmental applications or proceedings, and contains customary representations, warranties, and miscellaneous provisions. On September 16, 2026, Winvest Acquisition Corp. issued an unsecured promissory note in the principal amount of $180,000 to WinVest SPAC LLC, under which the sponsor agreed to loan up to $180,000 in connection with the extension of the date by which the company must consummate an initial business combination. The promissory note does not bear interest and matures upon the earlier of the closing of a business combination or the company’s liquidation. The principal may be drawn down in up to six equal amounts of $30,000. If the company does not consummate a business combination, the note will be repaid only from amounts remaining outside of the trust account established in connection with the IPO, if any. On November 10, 2026, the company effected the third drawdown of $30,000 under the promissory note and caused the sponsor to deposit this sum into the trust account in connection with the extension of the termination date from November 17, 2026 to December 17, 2026. These amounts will be distributed either to all holders of shares of the company’s common stock, par value $0.0001 per share, issued as part of the units sold in the IPO upon liquidation, or to holders of public shares who elect to have their shares redeemed in connection with the consummation of a business combination. Manish Jhunjhunwala is the Chief Executive Officer and Chief Financial Officer of Winvest Acquisition Corp.