Embed Financial Group Holdings Registers F-4 with U.S. SEC in Connection with Business Combination with WinVest Acquisition Ahead of Proposed U.S. Listing

Pubco intends to apply to list on the New York Stock Exchange – at a pro forma valuation of US$425 million – under the proposed symbols "EFGH" and "EFGHW" upon closing of the Business Combination.

SINGAPORE and NEW YORK, May 28, 2026 /PRNewswire/ -- Digital financial infrastructure company Embed Financial Group Cayman Holdings ("EFGH" or the "Company") today announced it has publicly filed a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission (the "SEC") in connection with a proposed business combination (the "Business Combination") with Delaware-registered WinVest Acquisition Corp. ("WinVest") ahead of a proposed listing on the New York Stock Exchange  ("NYSE") at an enterprise value of USD425 million.

Singapore-headquartered EFGH develops and operates sovereign-grade, national-scale financial internet ("finternet") infrastructure in Africa and Asia, while WinVest is a special purpose acquisition company ("SPAC") currently publicly traded on the U.S. OTC Market.

The Registration Statement contains a preliminary proxy statement of WinVest and a prospectus relating to, among other things, (i) the proposed Business Combination and (ii) the ordinary shares, warrants and ordinary shares issuable upon exercise of the warrants to be issued in connection with the Business Combination. The Registration Statement has not yet become effective, and the securities described therein may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective.

Under the Business Combination Agreement among EFGH, WinVest and certain merger subsidiaries, the Business Combination will be effected through a two-step merger pursuant to which EFGH and WinVest will each become wholly-owned subsidiaries of Pubco.

The shareholders of EFGH and the equity holders of WinVest will each receive Pubco securities in exchange for their respective shares pursuant to the terms of the Business Combination Agreement.

Upon the closing of the Business Combination, Embed Financial Group Holdings, a newly incorporated Cayman Islands exempted company ("Pubco"), shall become the parent of the combined company.

The total Merger Consideration is approximately USD425 million, payable in Pubco ordinary shares at an issue price of US$10.00 per share, subject to adjustment as set out in the Business Combination Agreement.

Pubco intends to apply to list its Class A ordinary shares and warrants on the NYSE under the symbols "EFGH" and "EFGHW", respectively, upon the closing of the Business Combination.

Completion of the Business Combination remains subject to customary closing conditions, including, among others, the SEC declaring the Registration Statement effective; approval by the stockholders of WinVest and the shareholders of EFGH; approval for listing of the Pubco Class A ordinary shares on the NYSE; the satisfaction of the net tangible assets condition; and other conditions set forth in the Business Combination Agreement. There can be no assurance that the conditions to closing will be satisfied or that the Business Combination will be consummated on the terms described or at all.

Ellenoff Grossman & Schole LLP is serving as U.S. legal counsel to EFGH, while Rajah & Tann Singapore LLP is serving as Singapore local counsel to EFGH. Paul Goodman of Cyruli Shanks & Zizmor LLP is serving as U.S. legal counsel to WinVest. D. Boral Capital is serving as the exclusive financial advisor and exclusive capital markets advisor to EFGH.

About Embed Financial Group Holdings (EFGH)

EFGH is a Singapore-headquartered digital financial infrastructure company building embedded payments, programmable protection, and sovereign digital systems across Asia and Africa. Operating under its "Finternet" strategy, EFGH works with governments, regulated financial institutions, and enterprise platforms to deploy infrastructure at national scale. It has operations in 10 countries and has entered into agreements to develop and operate four sovereign or nationally significant finternet projects. EFGH's finternet connects services, counterparties and workflows for a range of transactions without requiring end-users to adopt new platforms, interfaces or behaviors.

About WinVest Acquisition Corp.

WinVest Acquisition Corp. (OTC: WINV) is a publicly traded special purpose acquisition company incorporated in Delaware, formed for the purpose of effecting a merger, asset acquisition, share exchange, reorganization, or similar business combination with one or more businesses.

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation, sale or transfer would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Participants in the Solicitation

WinVest, Pubco, EFGH and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of WinVest in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination is contained in the Registration Statement. Investors and security holders may obtain additional information regarding such persons and their interests by reading the Registration Statement and the proxy statement/prospectus and other relevant materials to be filed with the SEC, when they become available. These documents can be obtained free of charge from the SEC's website at www.sec.gov. 

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target," "designed to" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the proposed Business Combination, the expected timing of the proposed Business Combination, the proposed listing of the Pubco securities on the New York Stock Exchange, and the anticipated benefits of the Business Combination. These statements are based on various assumptions and on the current expectations of EFGH's, Pubco's and WinVest's respective management and are not predictions of actual performance.

These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: the risk that the proposed Business Combination may not be completed in a timely manner or at all; the failure to satisfy the conditions to the consummation of the proposed Business Combination, including the SEC declaring the Registration Statement effective, the approval of the Business Combination Agreement by the stockholders of WinVest, and the satisfaction of the net tangible assets condition and other listing conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; the amount of redemption requests made by WinVest's public stockholders; the effect of the announcement or pendency of the proposed Business Combination on EFGH's business; risks related to EFGH's operations in Southeast Asia and Africa, including legal, regulatory and political conditions; the evolving regulation of digital assets, stablecoins and blockchain-based infrastructure; changes in applicable laws or regulations; the ability of the combined company to meet the New York Stock Exchange's listing standards; potential litigation relating to the Business Combination; and other risks and uncertainties indicated from time to time in the Registration Statement, including those under the heading "Risk Factors" therein, and in WinVest's other filings with the SEC.

There may be additional risks that EFGH, Pubco and WinVest do not presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect EFGH's, Pubco's and WinVest's expectations, plans or forecasts of future events and views as of the date of this press release. EFGH, Pubco and WinVest anticipate that subsequent events and developments will cause their assessments to change. While EFGH, Pubco and WinVest may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so, except as required by applicable law. These forward-looking statements should not be relied upon as representing EFGH's, Pubco's or WinVest's assessments as of any date subsequent to the date of this press release.

SOURCE Embed Financial Group Holdings