As filed with the U.S. Securities and Exchange Commission on May 27, 2026.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________________

EMBED FINANCIAL GROUP HOLDINGS
Co-registrants are listed on the following page
(Exact name of registrant as specified in its charter)

__________________________________

Afro-Asia, 63 Robinson Rd, #07-01
Singapore, 068894
(65) 9090-4911
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

__________________________________

Manish Jhunjhunwala
c/o WinVest Acquisition Corp.
125 Cambridgepark Drive Suite 301
Cambridge, MA 02140
Telephone: (617) 658-3094
(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________

With copies to:

__________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and on completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

____________

†         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant and Co-registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-registrants shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

____________

(1)      This Co-registrant has the following principal executive office:

Afro-Asia, 63 Robinson Rd, #07-01

Singapore, 068894

(65) 9090-4911

(2)      The agent for service for this Co-registrant is:

Manish Jhunjhunwala
c/o WinVest Acquisition Corp.
125 Cambridgepark Drive Suite 301
Cambridge, MA 02140
Telephone: (617) 658-3094

(3)      This Co-Registrant has the following principal executive office:

WinVest Acquisition Corp.
125 Cambridgepark Drive, Suite 301
Cambridge, MA 02140

(4)      The agent for service for this Co-registrant is:

Manish Jhunjhunwala
Chief Executive Officer and Chief Financial Officer
125 Cambridgepark Drive, Suite 301
Cambridge, MA 02140

The information in this proxy statement/prospectus is not complete and may be changed. The registrant may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where such offer or sale is not permitted.

prior to the Company Merger Effective Time, divided by the total number of Company Class A Shares issued and outstanding as at such time, as adjusted to remove Dissenting Shares; (2) each Company Class B Share that is issued and outstanding immediately prior to the Company Merger Effective Time (other than any EFGH Dissenting Shares) shall be canceled in exchange for the right to receive Company Class B Merger Consideration Shares, and each EFGH shareholder (other than any EFGH Dissenting Shareholder) shall receive such shareholder’s pro rata share of the Company Class B Merger Consideration Shares, based on the number of Company Class B Shares owned by such EFGH shareholder immediately prior to the Company Merger Effective Time, divided by the total number of Company Class B Shares issued and outstanding as at such time, as adjusted to remove Dissenting Shares; (3) the issued and outstanding ordinary share of Pubco owned by EFGH, being the only issued and outstanding share of Pubco immediately prior to the Company Merger Effective Time, shall be canceled; and (4) the issued and outstanding ordinary share of Company Merger Sub owned by Pubco, being the only issued and outstanding share of Company Merger Sub immediately prior to the Company Merger Effective Time, shall be converted into one validly issued, fully paid and nonassessable ordinary share, par value $0.001 per share, of the First Surviving Company and shall constitute the only issued and outstanding share of the First Surviving Company.

At the Effective Time, pursuant to the SPAC Merger: (1) each issued and outstanding WinVest Public Unit shall be automatically detached and the holder thereof shall be deemed to hold one share of WinVest Common Stock, one WinVest Public Warrant and one WinVest Right (“Unit Separation”); (2) immediately following the Unit Separation, every issued and outstanding share of WinVest Common Stock (other than treasury shares held by WinVest) immediately prior to the Effective Time shall be canceled and converted automatically into the right to receive one Pubco ADS; (3) each outstanding WinVest Public Warrant shall be converted into one Pubco Public Warrant and each outstanding WinVest Private Warrant shall be converted into one Pubco Private Warrant, and each of the Pubco Public Warrants and Pubco Private Warrants (collectively, the “Assumed Warrants”) shall have and be subject to substantially the same terms and conditions applicable to the respective WinVest Public Warrants and WinVest Private Warrants, except that in each case they shall represent the right to acquire Pubco ADSs or Pubco Class A Ordinary Shares in lieu of shares of WinVest Common Stock; (4) each issued and outstanding WinVest Right shall be automatically converted into the number of Pubco Class A Ordinary Shares represented by Pubco ADSs that would have been received by the holder thereof if such WinVest Right had been converted upon the consummation of a Business Combination; (5) each share of WinVest Common Stock for which a holder has exercised its right of redemption shall be surrendered and cancelled and shall cease to exist; and (6) each share of common stock of SPAC Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share, par value $0.01 per share, of the Second Surviving Company.

Pubco and WinVest intend to enter into subscription agreements (collectively, the “PIPE Subscription Agreements”), with certain investors (collectively, the “PIPE Investors”), pursuant to which, among other things, Pubco or WinVest will agree to issue and sell, in private placements to close immediately prior to or substantially concurrently with the Closing, shares of Pubco or WinVest (the “PIPE Financing”).

This proxy statement/prospectus covers (1) 32,322,617 Pubco Class A Ordinary Shares, including when represented by Pubco ADSs (including Company Ordinary Shares and WinVest Common Stock that will convert into Pubco Class A Ordinary Shares in connection with the Company Merger and the SPAC Merger, respectively, assuming no redemption of WinVest Public Shares), (2) 22,400,000 Assumed Warrants and (3) 11,200,000 Pubco Class A Ordinary Shares, represented by Pubco ADSs, issuable pursuant to the exercise of the Assumed Warrants. The number of Pubco Class A Ordinary Shares covered in this proxy statement/prospectus represents the maximum number of Pubco Class A Ordinary Shares that may be issued to holders of Company Ordinary Shares in connection with the Company Merger (as more fully described in this proxy statement/prospectus), together with the Pubco Class A Ordinary Shares issuable to the existing holders of WinVest Common Stock, WinVest Warrants, and WinVest Units in connection with the SPAC Merger.

The WinVest Units, WinVest Common Stock, WinVest Public Warrants and WinVest Rights are currently quoted over-the-counter by OTC Markets Group Inc. (“OTC”) under the symbols “WINVU,” “WINV,” “WINVW” and “WINVR,” respectively. The parties anticipate that, following the Business Combination, the Pubco ADSs and the Assumed Warrants will be listed on the New York Stock Exchange (the “NYSE”) under the symbols “EFGH” and “EFGHW,” respectively, the WinVest Common Stock, WinVest Public Warrants and WinVest Rights will cease being quoted on the OTC and will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

EFGH is an exempted company with limited liability incorporated under the laws of the Cayman Islands with no substantive operations of its own. EFGH carries out its business, in Southeast Asia and Africa, through its subsidiaries. As a result of its business in Southeast Asia and Africa, EFGH faces various legal and operational risks and uncertainties and is subject to complex and evolving laws and regulations in these regions.

Pubco is and, following the Business Combination will be, an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, as amended, and, as such, may elect to comply with certain reduced public company reporting requirements in its future public reports issued after the consummation of the Business Combination.

Pubco is also a “foreign private issuer” as defined under the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. Pubco’s officers, directors and principal shareholders will be exempt from the “short-swing” profit recovery provisions under Section 16 of the Exchange Act and its principal shareholders (but not its officers and directors) will be exempt from the reporting provisions under such section. Moreover, Pubco will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act. In addition, as an exempted company incorporated in the Cayman Islands, Pubco is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance standards. For example, Pubco is not required to (1) have a majority of the board consisting of independent directors, (2) have an audit committee be composed of at least three members, or (3) have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. Pubco intends to rely on some of these exemptions, and as a result, Pubco’s shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to NYSE corporate governance requirements.

Mr. Dennis Ng will beneficially own 14,025,000 Pubco Class B Ordinary Shares, and will be able to exercise 80.59% of the total voting power of the total issued and outstanding share capital of Pubco immediately following the completion of the Business Combination, assuming no redemptions of WinVest Public Shares. For further information about Pubco Ordinary Shares, see “Description of Pubco’s Share Capital.” As a result, Pubco will qualify as a “controlled company” within the meaning of the NYSE’s corporate governance standards. For so long as Pubco qualifies as a “controlled company,” it will have the option not to comply with certain requirements to which companies that are not controlled companies are subject.

After careful consideration, the WinVest Board has determined that each of the Business Combination Proposal, the Pubco Memorandum and Articles Proposal, each of the separate Organizational Documents Advisory Proposals, the election of each of the director nominees set forth in the Pubco Director Election Proposal, the Equity Incentive Plan Proposal, the NTA Proposal and, if presented at the Meeting, the Adjournment Proposal, are advisable.

When WinVest stockholders consider the proposals presented in the accompanying proxy
statement/prospectus, they should keep in mind that WinVest’s Sponsor and WinVest’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, interests of unaffiliated holders of WinVest Common Stock. For instance, WinVest’s Sponsor will benefit from the completion of a business combination rather than there being no business combination, and may be incentivized to complete a business combination that is less favorable to stockholders, even if the alternative of liquidating WinVest may be more favorable to stockholders. In the event of a liquidation, the value of certain interests of the Sponsor, its affiliates and WinVest’s directors and officers would become worthless because, among other things:

•        If the Business Combination with EFGH or another business combination is not consummated by [    ] (unless extended by WinVest’s stockholders, or such earlier time as the WinVest Board determines), WinVest will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding WinVest Public Shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 2,875,000 Founder Shares held by WinVest’s Initial Stockholders and its affiliates, including any directors and officers, would be worthless because WinVest’s Initial Stockholders are not entitled to participate in any redemption or distribution with respect to such shares (although the Founder Shares have certain rights that differ from the rights of holders of the WinVest Public Shares, the aggregate value of such shares is estimated to be approximately US$[    ] million, assuming the per share value of the shares is the same as the US$[    ] closing price of the WinVest Public Shares on the OTC on [    ], despite having been

purchased for an aggregate of US$[    ]). As a result, WinVest’s Initial Stockholders are likely to be able to recoup their investment in WinVest and make a substantial profit on that investment, even if Pubco Ordinary Shares have lost significant value. This means that WinVest’s Initial Stockholders could earn a positive rate of return on their investment, even if WinVest Public Stockholders experience a negative rate of return on their investment in the post-business combination company. The following persons have material interests in the Sponsor: Jeff LeBlanc, as manager of the Sponsor, controls the voting and disposition of the securities held by the Sponsor. In addition, WinVest’s directors and executive officers each hold direct economic interests in the Founder Shares held by the Sponsor. Manish Jhunjhunwala, the Chief Executive Officer of WinVest, holds direct economic interests in the Founder Shares and private placement warrants held by the Sponsor. Certain members of WinVest’s Board of Directors, including Lawrence S. Kramer and Alok Prasad, are members of the Sponsor and therefore hold indirect economic interests in the Founder Shares and private placement warrants held by the Sponsor. These interests may create potential conflicts of interest in connection with the evaluation and consummation of the Business Combination.

•        The Sponsor purchased an aggregate of 10,000,000 WinVest Private Warrants for an aggregate amount of US$5,000,000 simultaneously with the consummation of the WinVest IPO. The Sponsor further purchased an aggregate of 900,000 WinVest Private Warrants for an aggregate amount of US$450,000 simultaneously with the closing of the underwriter’s full exercise of their over-allotment option in connection with the WinVest IPO. Although such securities have certain rights that differ from the rights of holders of the Public Warrants, the Private Warrants had an aggregate market value of approximately US$[    ] based upon the closing price of WinVest’s Public Warrants of US$[    ] per warrant on the OTC as of [    ]. If WinVest is unable to complete a business combination by [    ] (unless extended by WinVest’s stockholders, or such earlier time as the WinVest Board determines), the Private Warrants will expire worthless and the Sponsor will be unable to recoup its investment in WinVest Warrants.

•        If the Trust Account is liquidated, including in the event WinVest is unable to complete an initial business combination on or prior to the Charter Extension Date, the Sponsor has agreed to indemnify WinVest to ensure that the proceeds in the Trust Account are not reduced below US$[    ] per WinVest Public Share, or such lesser per WinVest Public Share amount as is in the Trust Account on the liquidation date, from the claims of prospective target businesses with which WinVest has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement or claims of any third party for services rendered or products sold to WinVest, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

•        The Sponsor and its affiliates (the “Sponsor Parties”) will lose their entire investment (and potentially any loans extended or expenses paid for by the Sponsor and its affiliates and permitted transferees) in WinVest if WinVest does not complete a business combination by [    ] (unless extended by WinVest’s stockholders, or such earlier time as the WinVest Board determines). The Sponsor Parties’ investment in the Company consists of [    ] Founder Shares for an aggregate of $[    ] (or $[    ] per share). [Additionally, the Sponsor and its affiliates have provided loans to WinVest in exchange for (i) the [    ] Note in connection with the Extension Amendment, (ii) the [    ] for working capital needs, (iii) the [    ] in connection with the Second Extension Amendment, in an aggregate amount of up to $[    ], and (iv) the [    ] Note in connection with the Third Extension Amendment, in an aggregate amount of up to US$[    ]. Additionally, the Sponsor Parties have accrued an aggregate of $[    ] reimbursable expenses through the Administrative Services Agreement as of [    ]. In the event that the Company does not complete an initial business combination by [    ] (unless extended by WinVest’s stockholders, or such earlier time as the WinVest Board determines), the Sponsor Parties may lose their entire investment in WinVest.

•        WinVest’s Initial Stockholders, including its officers and directors and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on WinVest’s behalf, such as identifying and investigating possible business targets and business combinations. However, if WinVest fails to consummate a business combination within the required time period under its organizational documents, these persons will not have any claim against the Trust Account for reimbursement. Accordingly, WinVest may not be able to reimburse these expenses if the Business Combination with EFGH or another business combination is not completed by [    ] (unless extended by WinVest’s stockholders, or such earlier time as the WinVest Board determines).

•        In addition to these interests of the Sponsor and WinVest’s officers and directors and their affiliates, to the fullest extent permitted by applicable laws and WinVest Charter, waive certain applications of the doctrine of corporate opportunity in some circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have, and WinVest renounces any expectation that any of its directors or officers will offer any such corporate opportunity of which he or she may become aware to us. WinVest does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. Further, WinVest does not believe that the waiver of the application of the corporate opportunity doctrine had a material impact on its ability to complete its initial business combination.

•        In addition to these interests of the Sponsor and WinVest’s officers and directors and their affiliates, to the fullest extent permitted by applicable laws and WinVest Charter, waive certain applications of the doctrine of corporate opportunity in some circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have, and WinVest renounces any expectation that any of its directors or officers will offer any such corporate opportunity of which he or she may become aware to us. WinVest does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. Further, WinVest does not believe that the waiver of the application of the corporate opportunity doctrine had a material impact on its ability to complete its initial business combination.

•        WinVest’s existing directors and officers will be eligible for continued indemnification and continued coverage under WinVest’s directors’ and officers’ liability insurance after the Business Combination and pursuant to the Business Combination Agreement.

•        [Name of director candidate from WinVest], [title] of WinVest, may be elected as a director of Pubco after the consummation of the Business Combination. As such, in the future, [name of director candidate from WinVest] will receive any cash fees, share options or equity awards that the Pubco Board determines to pay or grant to its directors.

Set forth below is a summary of the terms and amount of the consideration received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by WinVest to the Sponsor Parties and the price paid or to be paid for such securities or any related financing transaction.

Except for the intended distribution of Sponsor assets pursuant to the governing documents of the Sponsor and its limited partners, there are currently no specified circumstances or arrangements under which the Sponsor, its affiliates, and promoters, directly or indirectly, could transfer ownership of securities of WinVest, or that could result in the surrender or cancellation of such securities. However, if additional investors participate through a PIPE financing, there may be arrangements where certain holders of WinVest securities sell or transfer some of their securities to the PIPE investors or otherwise surrender their securities.

Because the Sponsor acquired the Founder Shares at a nominal price, WinVest Public Stockholders will incur an immediate and substantial dilution upon the closing of this offering and will incur additional dilution upon the exercise of warrants held by the Sponsor and its affiliates.

In connection with the Business Combination, there may be any actual or potential material conflicts of interest between, on one hand, WinVest’s officers or directors; and, on the other hand, unaffiliated security holders of WinVest. Shareholders should also be aware that interests of WinVest, WinVest officers and directors may be inherently different from the interests of unaffiliated shareholders of WinVest, which could cause them to pursue terms of Business Combination less favorable to non-redeeming shareholders, and they owe no fiduciary duty to WinVest’s shareholders. However, under Delaware law, the SPAC’s directors owe fiduciary duties to the SPAC, including a duty of loyalty, a duty to act honestly and a duty to act in what they consider in good faith to be in the best interests of the SPAC as a whole. The SPAC’s directors also must exercise their powers only for a proper purpose. Accordingly, when considering and approving the Business Combination, the SPAC’s directors must comply with their fiduciary duties under Delaware law by acting honestly, in good faith, and in the best interests of the SPAC as a whole. After Closing, WinVest has the right to designate [      ] director to the board of Pubco. Furthermore, WinVest intends to use substantially all of the funds held in the trust account to complete the Business Combination, after the payment to the holders of the WinVest Public Shares exercising redemption rights upon Closing, and any remaining amount will be paid to EFGH (or as otherwise designated in writing by EFGH to WinVest prior to the Closing) and used for working capital and general corporate purposes of Pubco and its subsidiaries. See “Questions and Answers about the Business Combination and the Special Meeting — Q: What happens to the funds deposited in the Trust Account after the consummation of the Business Combination”.

The board of directors of WinVest has determined (i) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable, fair to and in the best interests of, WinVest and its shareholders, and (ii) to recommend that the shareholders approve the transactions contemplated by the Business Combination Agreement, including the Business Combination. WinVest did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination. The WinVest Board relied on the financial skills and background of its officers and directors. WinVest believed that the officers and directors of WinVest have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination. For more information, see the section entitled “Proposal One — The Business Combination Proposal — WinVest Board’s Reasons for Approval of the Business Combination.”

For more information about the potential conflicts of interest, the nature of compensation and the potential dilutive impact of interests held by the Sponsor, WinVest’s directors and officers and their respective affiliates, see the following sections in the accompanying proxy statement/prospectus:

•        “Questions and Answers about the Business Combination and the Special Meeting — What equity stake will current WinVest Stockholders and EFGH’s Shareholders hold in Pubco immediately after the consummation of the Business Combination?”

•        “Risk Factors — Risks Related to the Business Combination and WinVest — The Sponsor and WinVest’s directors, executive officers and advisory board members who hold Founder Shares may receive a positive return on the Founder Shares even if Pubco’s public stockholders experience a negative return on their investment after consummation of the Business Combination.”

•        “Proposal One — The Business Combination Proposal — Interests of WinVest’s Sponsor, Directors and Officers in the Business Combination”; and

•        “Management of WinVest — Executive Officer and Director Compensation.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

WINVEST ACQUISITION CORP.

125 Cambridgepark Drive, Suite 301
Cambridge, Massachusetts 02140
Telephone: (617) 658-3094

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON            , 2026

TO THE STOCKHOLDERS OF WINVEST:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Meeting”) of WinVest Acquisition Corp., a Delaware corporation (“WinVest”), will be held at            a.m. Eastern Time, on            , 2026, at the office of            . You can participate in the Meeting and vote your shares electronically via live webcast by visiting            with the password of            and entering the voter control number included on your proxy card. You will not be required to attend the Meeting in person in order to vote, and WinVest encourages virtual participation. You are cordially invited to attend the Meeting via the live webcast noted above, which will be held for the purposes of considering and voting upon, and if thought fit, passing and approving the following resolutions:

•        Proposal No. 1 — The Business Combination Proposal — that the Business Combination Agreement, dated as of December 2, 2025 (the “Business Combination Agreement”), by and among WinVest, Embed Financial Group Cayman Holdings, a Cayman Islands exempted company (“EFGH”), Embed Financial Group Holdings (formerly known as WinVest Holdings Corp.), a Cayman Islands exempted company (“Pubco”), WinVest Merger Sub I Limited, a Cayman Islands exempted company and a direct wholly owned subsidiary of Pubco (“Company Merger Sub”) and WV Merger Sub II Corp., a Delaware corporation and a direct wholly owned subsidiary of Pubco (“SPAC Merger Sub”), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the business combination whereby Company Merger Sub will merge with and into EFGH (the “Company Merger”), with EFGH as the surviving entity upon the Company Merger, and immediately thereafter and as part of the same overall transaction, SPAC Merger Sub will merge with and into WinVest (the “SPAC Merger”), with WinVest surviving the SPAC Merger as a wholly owned subsidiary of Pubco (such proposal, the “Business Combination Proposal”), be approved and authorized in all respects.

•        Proposal No. 2 — The Pubco Memorandum and Articles Proposal — that the proposed amended and restated memorandum and articles of association of Pubco (the “Pubco A&R MAA”), the form of which are attached to the accompanying proxy statement/prospectus as Annex C, be approved to take effect at the Company Merger Effective Time (such proposal, the “Pubco Memorandum and Articles Proposal”).

•        Proposal No. 3 — The Organizational Documents Advisory Proposals — separate and apart from the vote on the Pubco Memorandum and Articles Proposal, on an advisory and non-binding basis, that the resolution of the material differences between the WinVest Charter and the Pubco A&R MAA relating to authorized share capital, status as blank check company, the number of directors and the shareholder meeting quorum, as described in four separate proposals, be approved and authorized in all respects (such proposals, the “Organizational Documents Advisory Proposals”).

•        Proposal No. 4 — The Pubco Director Election Proposal — that the five (5) directors named herein be elected to serve terms on Pubco’s board of directors effective at the Effective Time until the 2026 annual general meeting of shareholders or until their respective successors are duly elected and qualified, be approved and authorized in all respects (such proposal, the “Pubco Director Election Proposal”).

•        Proposal No. 5 — The Equity Incentive Plan Proposal — that the 2026 Pubco Equity Incentive Plan, in the form attached hereto as Annex D (the “Pubco Equity Incentive Plan”), which will provide that the total pool of awards under such Pubco Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, be approved and authorized in all respects (such proposal, the “Equity Incentive Plan Proposal”).

•        Proposal No. 6 — The NTA Proposal — that the amendments to the current WinVest Charter (the “NTA Amendments”), which, if adopted and implemented by WinVest prior to the consummation of the proposed Business Combination, will remove from the current WinVest Charter the requirements limiting WinVest’s ability to redeem ordinary shares and consummate an initial business combination if such redemptions would cause WinVest to have less than $5,000,001 in net tangible assets, be approved in all respects. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the NTA Proposal will have no effect, even if approved by WinVest shareholders.

•        Proposal No. 7 — The Adjournment Proposal — that the Meeting be adjourned to a later date or dates, if necessary or desirable, at the determination of the WinVest Board (such proposal, the “Adjournment Proposal,” which is described in more detail in the accompanying proxy statement/prospectus under the heading “The Adjournment Proposal”).

These foregoing items of business are described in the accompanying proxy statement/prospectus, which WinVest encourages you to read in its entirety before voting. Only holders of record of WinVest Common Stock at the close of business on            , 2026 (the “Record Date”) are entitled to notice of the Meeting and to vote and have their votes counted at the Meeting and any adjournments of the Meeting.

After careful consideration, the WinVest Board has determined that the proposals are fair to and in the best interests of WinVest and its stockholders and unanimously recommends that you vote or give instruction “FOR” the Business Combination Proposal, “FOR” the Pubco Memorandum and Articles Proposal, “FOR” each of the separate Organizational Documents Advisory Proposals, “FOR” each of the director nominees set forth in the Pubco Director Election Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the NTA Proposal, and, if presented at the Meeting, “FOR” the Adjournment Proposal.

Under the Business Combination Agreement, the approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. If the Business Combination Proposal is not approved by WinVest’s stockholders, the Business Combination will not be consummated.

Additionally, the Business Combination Proposal is conditioned on the approval of the Pubco Memorandum and Articles Proposal, the Pubco Director Election Proposal, the Equity Incentive Plan Proposal and the NTA Proposal (collectively, the “Condition Precedent Proposals”). Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which WinVest encourages you to read carefully and in its entirety before voting.

Each of the Pubco Memorandum and Articles Proposal, the Pubco Director Election Proposal, the Equity Incentive Plan Proposal and the NTA Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the Pubco Memorandum and Articles Proposal, the Pubco Director Election Proposal, the Equity Incentive Plan Proposal and the NTA Proposal will not be presented to WinVest’s stockholders at the Meeting and will have no effect, even if approved.

The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

The vote on the Pubco Memorandum and Articles Proposal, the Organizational Documents Advisory Proposals, the Pubco Director Election Proposal, the Equity Incentive Plan Proposal and the NTA Proposal are not required by Cayman Islands laws and are instead being submitted to WinVest’s stockholders pursuant to SEC guidance and Delaware law. The vote for the Organizational Documents Advisory Proposals will be advisory and non-binding and is intended to provide the WinVest stockholders with an opportunity to present their separate views on important governance provisions that are intended to be adopted by Pubco upon the consummation of the Business Combination. The Organizational Documents Advisory Proposals are conditioned upon the approval of the Pubco Memorandum and Articles Proposal.

The Sponsor has agreed to vote its shares in favor of the Business Combination Proposal and has also indicated that it intends to vote its shares in favor of all the other proposals being presented at the Meeting. As of            , 2026, the Sponsor held [    ] shares of WinVest Common Stock, which constitutes approximately [    ]% of the total issued and outstanding shares of WinVest Common Stock.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the SEC, constitutes a prospectus of Pubco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to (1) up to 32,322,617 Pubco Class A Ordinary Shares (including Company Ordinary Shares and WinVest Common Stock that will convert into Pubco Class A Ordinary Shares in connection with the Company Merger and the SPAC Merger, respectively, assuming no redemption of WinVest Public Shares), and (2) 22,400,000 Assumed Warrants and (3) 11,200,000 Pubco Class A Ordinary Shares issuable pursuant to the exercise of Assumed Warrants, in connection with the Business Combination. This document also constitutes a proxy statement of WinVest under Section 14(a) of the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the special meeting of WinVest’s stockholders to consider and vote upon the proposals to adopt the Business Combination Proposal (as described below), the Pubco Memorandum and Articles Proposal (as described below), the Organizational Documents Advisory Proposals (as described below), the Pubco Director Election Proposal (as described below), the Equity Incentive Plan Proposal (as described below), the NTA Proposal (as described below), and, if necessary, to adopt the Adjournment Proposal (as described below).

•        Proposal No. 1 — The Business Combination Proposal — to consider and vote upon that the Business Combination Agreement, dated as of December 2, 2025 (the “Business Combination Agreement”), by and among WinVest, Embed Financial Group Cayman Holdings, a Cayman Islands exempted company (“EFGH”), Embed Financial Group Holdings (formerly known as WinVest Holdings Corp.), a Cayman Islands exempted company (“Pubco”), WinVest Merger Sub I Limited, a Cayman Islands exempted company and a direct wholly owned subsidiary of Pubco (“Company Merger Sub”) and WV Merger Sub II Corp., a Delaware corporation and a direct wholly owned subsidiary of Pubco (“SPAC Merger Sub”), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the business combination whereby Company Merger Sub will merge with and into EFGH (the “Company Merger”), with EFGH as the surviving entity upon the Company Merger, and immediately thereafter and as part of the same overall transaction, SPAC Merger Sub will merge with and into WinVest (the “SPAC Merger”), with WinVest surviving the SPAC Merger as a wholly owned subsidiary of Pubco (such proposal, the “Business Combination Proposal”), be approved and authorized in all respects.

•        Proposal No. 2 — The Pubco Memorandum and Articles Proposal — to consider and vote upon that the proposed amended and restated memorandum and articles of association of Pubco (the “Pubco A&R MAA”), the form of which are attached to the accompanying proxy statement/prospectus as Annex C, be approved to take effect at the Company Merger Effective Time (such proposal, the “Pubco Memorandum and Articles Proposal”).

•        Proposal No. 3 — The Organizational Documents Advisory Proposals — separate and apart from the vote on the Pubco Memorandum and Articles Proposal, on an advisory and non-binding basis, that the material differences between the WinVest Charter and the Pubco A&R MAA relating to the authorized share capital, the status as blank check company, the number of directors and the shareholder meeting quorum as described in four separate proposals be approved in all respects (such proposal, the “Organizational Documents Advisory Proposals”).

•        Proposal No. 4 — The Pubco Director Election Proposal — that five (5) directors be elected to serve terms on Pubco’s board of directors effective at the Effective Time until the 2026 annual general meeting of shareholders or until their respective successors are duly elected and qualified be approved in all respects (such proposal, the “Pubco Director Election Proposal”).

•        Proposal No. 5 — The Equity Incentive Plan Proposal — that the 2026 Pubco Equity Incentive Plan, in the form attached hereto as Annex D (the “Pubco Equity Incentive Plan”), which will provide that the total pool of awards under such Pubco Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, be approved and authorized in all respects (such proposal, the “Equity Incentive Plan Proposal”).

•        Proposal No. 6 — The NTA Proposal — that the amendments to the current WinVest Charter (the “NTA Amendments”), which, if adopted and implemented by WinVest prior to the consummation of the proposed Business Combination, will remove from the current WinVest Charter the requirements limiting WinVest’s ability to redeem ordinary shares and consummate an initial business combination if such redemptions would cause WinVest to have less than $5,000,001 in net tangible assets, be approved in all respects. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by WinVest shareholders.

•        Proposal No. 7 — The Adjournment Proposal — to consider and vote upon a proposal that the Meeting be adjourned to a later date or dates, if necessary or desirable, at the determination of the WinVest Board (such proposal, the “Adjournment Proposal,” which is described in more detail in the accompanying proxy statement/prospectus under the heading “The Adjournment Proposal”).

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

MARKET, INDUSTRY AND OTHER DATA

This proxy statement/prospectus contains estimates, projections, market size, growth of the markets and other information concerning EFGH’s industry that EFGH obtained or derived from internal company reports, independent third-party reports and publications, surveys and studies by third parties. Some data are also based on good faith estimates, which are derived from internal company research or analyses, or review of internal company reports as well as the independent sources referred to above. In some cases, EFGH does not expressly refer to the sources from which these estimates and information are derived. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. The industry in which EFGH operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications and reports.

Certain estimates of market opportunity, including internal estimates of the addressable market for EFGH and forecasts of market growth, included in this proxy statement/prospectus may prove inaccurate. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. The estimates and forecasts in this proxy statement/prospectus relating to the size of EFGH’s target market, market demand and adoption, capacity to address this demand, and pricing may prove to be inaccurate. The addressable market EFGH estimates may not materialize for many years, if ever, and even if the markets in which it competes meet the size estimates in this proxy statement/prospectus, EFGH’s business could fail to successfully address or compete in such markets, if at all.

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Certain other amounts that appear in this proxy statement/prospectus may not sum due to rounding.

SELECTED DEFINITIONS

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

Q.     Why am I receiving this proxy statement/prospectus?

A.     WinVest and EFGH have agreed to conduct a Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. WinVest’s stockholders are being asked to vote to approve the Business Combination Agreement and the transactions contemplated thereby, among other matters. The Business Combination Agreement provides that, among other things, (1) Company Merger Sub will merge with and into EFGH (the “Company Merger”), with EFGH surviving the Company Merger as a wholly owned subsidiary of Pubco (the time at which the Company Merger becomes effective is sometimes referred to herein as the “Company Merger Effective Time”) (EFGH, in its capacity as the surviving corporation of the Company Merger, is sometimes referred to herein as the “First Surviving Company”); and (2) immediately following the Company Merger, SPAC Merger Sub will merge with and into WinVest (the “SPAC Merger” and, together with the Company Merger, the “Mergers,” and together with all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with WinVest surviving the SPAC Merger as a wholly owned subsidiary of Pubco (WinVest, in its capacity as the surviving corporation of the SPAC Merger, is sometimes referred to herein as the “Second Surviving Company”) (the time at which the SPAC Merger becomes effective is referred to herein as the “Effective Time”). This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q.     When and where is the Meeting?

A.     The Meeting will be held at            on            , 2026, at            a.m., Eastern Time. WinVest will also be hosting the Meeting via live webcast on the Internet.

Q.     Can I attend the Meeting in person?

A.     Yes. The Meeting will be held at            . WinVest will also be hosting the Meeting via live webcast on the Internet. The Meeting will start at            a.m. Eastern Time, on            , 2026. Any shareholder can listen to and participate in the Meeting live via the Internet at            with the password of            .

Q.     What do I need in order to be able to participate in the Meeting online?

A.     You can attend the Meeting via the Internet by visiting            with the password of            . You will need the voter control number included on your proxy card in order to be able to vote your shares electronically during the Meeting.

Q.     What is being voted on at the Meeting?

A.     WinVest’s stockholders are being asked to vote to approve the Business Combination Proposal, which includes, among other things, the approval of the Business Combination Agreement and transactions contemplated thereby. See the section entitled “Proposal One — The Business Combination Proposal.” The Business Combination Proposal is conditioned on the approval of the Condition Precedent Proposals. Therefore, if the Condition Precedent Proposals are not approved, then the Business Combination may not be consummated.

WinVest’s stockholders are also being asked to consider and vote upon a proposal, to approve the replacement of Pubco Existing Articles with the Pubco A&R MAA, immediately prior to consummation of the Business Combination. See the section entitled “The Pubco Memorandum and Articles Proposal.” The Pubco Memorandum and Articles Proposal is a Condition Precedent Proposal and is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the Pubco Memorandum and Articles Proposal will not be presented to WinVest’s stockholders at the Meeting. The Pubco Memorandum and Articles Proposal is not conditioned on the separate approval of the Organizational Documents Advisory Proposals described below.

WinVest’s stockholders are also being asked to consider and vote to approve, on an advisory and non-binding basis, on the material differences between the WinVest Charter and the Pubco A&R MAA relating to the authorized share capital, the status as blank check company, the number of directors and the shareholder meeting quorum as described in four separate proposals. These separate votes are not otherwise required by Cayman Islands laws but are required by SEC guidance that shareholders have the opportunity to present their views on important corporate governance provisions. See the section entitled “The Organizational Documents Advisory Proposals.”

WinVest’s stockholders are also being asked to consider and vote upon a proposal to consider and vote on a proposal to elect, effective at the Effective Time, five (5) directors to serve on Pubco’s board of directors until the 2026 annual general meeting of shareholders and until their respective successors are duly elected and qualified. See the section entitled “The Pubco Director Election Proposal.” The Pubco Director Election Proposal is a Condition Precedent Proposal and is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the Pubco Director Election Proposal will not be presented to shareholders at the Meeting.

WinVest’s stockholders are also being asked to consider and vote upon a proposal approve the 2026 Equity Incentive Plan. See the section entitled “The Equity Incentive Plan Proposal.” The Equity Incentive Plan Proposal is a Condition Precedent Proposal and is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the Equity Incentive Plan Proposal will not be presented to shareholders at the Meeting.

WinVest’s stockholders are also being asked to consider and vote upon a proposal to remove from the current WinVest Charter the requirements limiting WinVest’s ability to redeem ordinary shares and consummate an initial business combination if such redemptions would cause WinVest to have less than $5,000,001 in net tangible assets. See the section entitled “The NTA Proposal.” The NTA Proposal is a Condition Precedent Proposal and is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will not be presented to shareholders at the Meeting. WinVest’s stockholders are also being asked to consider and vote upon a proposal to adjourn the Meeting to a later date or dates, if necessary or desirable, at the determination of the WinVest Board. See the section entitled “The Adjournment Proposal.”

WinVest will hold the Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. Shareholders should read it carefully.

The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q.     Why is WinVest proposing the Business Combination?

A.     WinVest was incorporated on March 1, 2021, as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

On September 17, 2021, WinVest consummated its initial public offering of 10,000,000 units and, on September 23, 2021, issued an additional 1,500,000 units pursuant to the underwriter’s full exercise of their over-allotment option. Each unit consists of one share of WinVest Common Stock, one redeemable WinVest Public Warrant and one WinVest Right, with each WinVest Public Warrant entitling the holder thereof to purchase one-half (1/2) of one WinVest Common Stock at a price of $11.50 per whole share, and each WinVest Right entitling the holder thereof to receive one-fifteenth (1/15) of one share of WinVest Common Stock upon the consummation of an initial business combination. The units were sold at a price of US$10.00 per unit, generating gross proceeds to WinVest of US$100,000,000 and US$15,000,000 at the respective closings.

Simultaneously with the closing of our initial public offering and the closing of the underwriter’s full exercise of their over-allotment option, WinVest completed the private sale of an aggregate of 10,000,000 and 900,000 private warrants, respectively, to the Sponsor at a purchase price of US$0.50 per private warrant, generating gross proceeds to WinVest of US$5,000,000 and US$450,000, respectively.

Following the respective closings, a total of US$116,150,000 was placed in a trust account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee.

Since the WinVest IPO, WinVest’s activity has been limited to the search and evaluation of and negotiation with business combination candidates, which included entering into a Business Combination Agreement on May 9, 2024 with Xtribe, a European e-commerce company. That agreement was amended by the parties on September 16, 2024 and then subsequently terminated by WinVest, as of right, based upon Xtribe’s failure to consummate the Business Combination Agreement.

On November 30, 2022, WinVest held a special meeting of stockholders (the “November 2022 Extension Meeting”) to, among other things, approve an amendment to its Certificate of Incorporation to extend Termination Date from December 17, 2022 to January 17, 2023, and to allow WinVest, 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 the board of directors, if requested by the Sponsor, until June 17, 2023, by causing $125,000 to be deposited into the Trust Account for each such extension (the “November 2022 Extension Amendment”). The stockholders approved the November 2022 Extension Amendment at the November 2022 Extension Meeting. In connection with the vote to approve the November 2022 Extension Amendment, the holders of 9,606,887 WinVest Public Shares 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, WinVest held a second special meeting of stockholders (the “June 2023 Extension Meeting”), at which the stockholders approved, among other things, (i) an amendment to WinVest’s Certificate of Incorporation (the “June 2023 Extension Amendment”) to extend the Termination Date from June 17, 2023 to July 17, 2023, and to allow WinVest, 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 its board of directors, if requested by the Sponsor, until December 17, 2023, by causing $65,000 to be deposited into the Trust Account for each such extension, and (ii) an amendment (the “Redemption Limitation Amendment”) to eliminate from the Certificate of Incorporation the limitation that WinVest may not consummate any business combination unless it has net tangible assets of at least $5,000,001 upon consummation of such business combination. The stockholders approved the June 2023 Extension Amendment at the June 2023 Extension Meeting. In connection with the vote to approve the June 2023 Extension Amendment, the holders of 627,684 WinVest Public Shares 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.

On November 30, 2023, WinVest held a third special meeting of stockholders (the “November 2023 Extension Meeting”), at which the stockholders approved, among other things, an amendment to WinVest’s Certificate of Incorporation (the “November 2023 Extension Amendment”) to extend the Termination Date from December 17, 2023 to January 17, 2024, and to allow WinVest, 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, 2024, by resolution of the board of directors, if requested by the Sponsor, until June 17, 2024, by causing $55,000 to be deposited into the Trust Account for each such extension. The stockholders approved the November 2023 Extension Amendment at the November 2023 Extension Meeting. In connection with the vote to approve the November 2023 Extension Amendment, the holders of 122,306 WinVest Public Shares 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.

On June 3, 2024, WinVest held a fourth special meeting of stockholders (the “June 2024 Extension Meeting”), at which the stockholders approved, among other things, an amendment to WinVest’s Certificate of Incorporation (the “June 2024 Extension Amendment”) to extend the Termination Date from June 17, 2024 to July 17, 2024, and to allow WinVest, 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 the board of directors, if requested by the Sponsor, until December 17, 2024, by causing $30,000 to be deposited into the Trust Account for each such extension. The stockholders approved the June 2024 Extension Amendment at the June 2024 Extension Meeting. In connection with the vote to approve the June 2024

Extension Amendment, the holders of 650,790 shares of WinVest Public Shares 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 $7,367,203.65. Following such redemptions, $5,573,406.91 was left in the Trust Account and 492,333 WinVest Public Shares remained outstanding.

On December 10, 2024, WinVest held a fifth special meeting of stockholders (the “December 2024 Extension Meeting,” and together with the November 2022 Extension Meeting, the June 2023 Extension Meeting, the November 2023 Extension Meeting and the June 2024 Extension Meeting, the “Extension Meetings”), at which the stockholders approved an amendment to WinVest’s 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 WinVest, 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 the board of directors, if requested by the Sponsor, until June 17, 2025, by causing $30,000 to be deposited into the Trust Account for each such extension. In connection with the vote to approve the December 2024 Extension Amendment, the holders of 233,555 WinVest Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $12.00 per share, representing a per-share price equal to the aggregate amount on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of shares of outstanding WinVest Public Shares, 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 WinVest Public Shares remained outstanding.

On June 16, 2025, WinVest held a sixth special meeting of stockholders (the “June 2025 Extension Meeting,” and together with the November 2022 Extension Meeting, the June 2023 Extension Meeting, the November 2023 Extension Meeting, the June 2024 Extension Meeting, and the December 2024 Extension Meeting, the “Extension Meetings”), at which the stockholders approved an amendment to WinVest’s Certificate of Incorporation (the “June 2025 Extension Amendment,” and together with the November 2022 Extension Amendment, the June 2023 Extension Amendment, the November 2023 Extension Amendment, the June 2024 Extension Amendment, and the December 2024 Extension Amendment, the “Extension Amendments”) to extend the Termination Date from June 17, 2025, to July 17, 2025, and to allow WinVest, 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 board of directors, if requested by the Sponsor, until September 17, 2025, 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 WinVest 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, representing a per-share price equal to the aggregate amount on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of shares of outstanding WinVest Public Shares, for an aggregate redemption amount of approximately $6,808. Following such redemptions, approximately $3,336,054 was left in the Trust Account and 258,251 WinVest Public Shares remained outstanding.

On September 16, 2025, WinVest held a seventh special meeting of stockholders (the “September 2025 Extension Meeting,” and together with the November 2022 Extension Meeting, the June 2023 Extension Meeting, the November 2023 Extension Meeting, the June 2024 Extension Meeting, the December 2024 Extension Meeting, and the June 2025 Extension Meeting, the “Extension Meetings”), at which the stockholders approved an amendment to WinVest’s Certificate of Incorporation (the “September 2025 Extension Amendment,” and together with the November 2022 Extension Amendment, the June 2023 Extension Amendment, the November 2023 Extension Amendment, the June 2024 Extension Amendment, the December 2024 Extension Amendment, and the June 2025 Extension Amendment, the “Extension Amendments”) to extend the Termination Date from September 17, 2025, to October 17, 2025, and to allow WinVest, 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 board of directors, if requested by the Sponsor, until March 17, 2026, 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 WinVest 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, representing a per-share price equal to the aggregate amount on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of shares of outstanding WinVest Public Shares, for an aggregate redemption amount of approximately $511,042. Following such redemptions, approximately $2,942,500 was left in the Trust Account and 220,036 WinVest Public Shares remained outstanding. Since WinVest’s incorporation, the WinVest Board has sought to identify suitable candidates in order to effect an initial business combination. In its review of EFGH, the WinVest Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the WinVest Board has determined that the Business Combination presents a highly attractive business combination opportunity and is in the best interests of WinVest. The WinVest Board believes that, based on its review and consideration, the Business Combination presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the WinVest will be achieved. Stockholder approval of the Business Combination is required by the Business Combination Agreement and the WinVest Charter as well as to comply with NYSE listing rule.

See the section entitled “Proposal One — The Business Combination Proposal — WinVest Board’s Reasons for Approval of the Business Combination.”

Q.     What will happen to WinVest’s securities upon consummation of the Business Combination?

A.     The WinVest Units, WinVest Common Stock, WinVest Public Warrants and WinVest Rights are currently quoted on over-the-counter market under the symbols “WINVU,” “WINV,” “WINVW” and “WINVR,” respectively. Pubco intends to apply to list the Pubco Class A Ordinary Shares and Pubco Public Warrants on NYSE under the symbols “EFGH” and “EFGHW,” respectively, upon the Closing of the Business Combination. WinVest will not have units traded following the Closing of the Business Combination, at which time each WinVest Unit will have separated into its component securities. Pubco will not have units traded following the consummation of the Business Combination.

While trading on NYSE is expected to begin on the first business day following the consummation of the Business Combination, there can be no assurance that Pubco Class A Ordinary Shares or Pubco Public Warrants will be listed on NYSE or if they are, that a viable and active trading market will develop. See “Risk Factors” for more information.

Q.     Why is WinVest providing shareholders with the opportunity to vote on the Business Combination?

A.     Pursuant to the Business Combination Agreement, the approval of the WinVest stockholders is a condition to Closing. In addition, under its WinVest Charter, WinVest must provide all holders of its WinVest Public Shares with the opportunity to have their WinVest Public Shares redeemed upon the consummation of WinVest’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business reasons and pursuant to Delaware law requirements, WinVest has elected to structure the Business Combination in such a way as to provide its shareholders with the opportunity to have their WinVest Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, WinVest is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public shareholders to effectuate Redemptions of their WinVest Public Shares in connection with the consummation of the Business Combination. In addition to the Business Combination Proposal, the WinVest Shareholders are being asked to vote upon the Pubco Memorandum and Articles Proposals, the Organizational Documents Advisory Proposals, the Pubco Director Election Proposal, the Equity Incentive Plan Proposal, and the NTA Proposal.

The Adjournment Proposal will be presented to the holders of the issued and outstanding WinVest Common Stock only if the chairman of the Meeting deems it necessary or appropriate, including, if necessary, to permit further solicitation and vote of proxies if necessary or desirable, at the determination of the WinVest Board.

Q.     Why is WinVest proposing the NTA Proposal?

A.     The adoption of the proposed amendments to remove the net asset test limitation from the current WinVest Charter is being proposed in order to facilitate the consummation of the Business Combination, by permitting redemptions by public shareholder even if such redemptions result in WinVest having net tangible assets that are less than $5,000,001. The purpose of the net asset test limitation was initially to ensure that the shares of

WinVest Common Stock are not deemed to be “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the shares of WinVest Common Stock and the Pubco Ordinary Shares would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, including the fact that the securities will be listed on a national securities exchange, WinVest is presenting the NTA Proposal so that the parties may consummate the Business Combination even if WinVest has $5,000,000 or less in net tangible assets at the Closing.

Q.     Are the proposals conditioned on one another?

A.     The Business Combination Proposal is a condition precedent for approval of the Pubco Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Pubco Director Election Proposal and the NTA Proposal (collectively, the “Condition Precedent Proposals”). If WinVest’s stockholders do not approve the Business Combination Proposal, the Pubco Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Pubco Director Election Proposal and the NTA proposal, then the Business Combination may not be consummated.

Unless the Business Combination Proposal is approved, the Pubco Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Pubco Director Election Proposal and the NTA Proposal will not be presented to the stockholders of WinVest at the Meeting. In addition, as required by applicable SEC guidance, to give stockholders the opportunity to present their views on important corporate governance provisions, WinVest is requesting that its stockholders vote, on a non-binding advisory basis, upon the Organizational Documents Advisory Proposals to approve certain governance provisions contained in the Pubco A&R MAA that materially affect stockholders rights, and will be adopted if the Pubco Memorandum and Articles Proposal is approved by the stockholders and the Business Combination is consummated. See the section entitled “The Pubco Memorandum and Articles Proposal.” None of the Business Combination Proposal, the Pubco Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Pubco Director Election Proposal or the NTA Proposal is conditioned on the approval of the Organizational Documents Advisory Proposals.

The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite votes for approval, then WinVest will not consummate the Business Combination. If WinVest does not consummate the Business Combination and fails to complete an initial business combination by [    ], or such later time as may be approved by WinVest’s stockholders, then WinVest will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to its public stockholders and the WinVest Warrants will expire worthless.

On [    ], WinVest’s stockholders approved an amendment to the WinVest Charter (the “Extension Amendment”). The Extension Amendment extends the date by which WinVest must consummate its initial business combination from [    ] to [    ], provided WinVest deposits US$[    ] per month into the Trust Account for each outstanding WinVest Public Share on or before the [    ] day of each extension month.

Q.     What will happen in the Business Combination?

A.     Pursuant to the Business Combination Agreement, the Business Combination (as defined below) will be effected in two steps. Subject to the approval and adoption of the Business Combination Agreement by the stockholders of WinVest, on the Closing Date: (1) Company Merger Sub will merge with and into EFGH, with EFGH surviving the Company Merger as a wholly owned subsidiary of Pubco; and (2) immediately following the Company Merger, SPAC Merger Sub will merge with and into WinVest, with WinVest surviving the SPAC Merger as a wholly owned subsidiary of Pubco.

At the Company Merger Effective Time, pursuant to the Company Merger, (1) each Company Class A Share that is issued and outstanding immediately prior to the Company Merger Effective Time (other than any EFGH Dissenting Shares) shall, as of the Company Merger Effective Time, be canceled in exchange for the right to receive Company Class A Merger Consideration Shares and each EFGH shareholder (other than a EFGH Dissenting Shareholder) shall receive its pro rata share of the Company Class A Merger Consideration

Shares, based on the number of Company Class A Shares owned by such EFGH shareholder immediately prior to the Company Merger Effective Time, divided by the total number of Company Class A Shares issued and outstanding as at such time; (2) each Company Class B Share that is issued and outstanding immediately prior to the Company Merger Effective Time (other than any EFGH Dissenting Shares) shall, as of the Company Merger Effective Time, be canceled in exchange for the right to receive the Company Class B Merger Consideration Shares and each EFGH shareholder (other than a EFGH Dissenting Shareholder) shall receive its pro rata share of the Company Class B Merger Consideration Shares, based on the number of Company Class B Shares owned by such EFGH shareholder immediately prior to the Company Merger Effective Time, divided by the total number of Company Class B Shares issued and outstanding as at such time; (3) every issued and outstanding share of Pubco owned by EFGH, being the only issued and outstanding share in Pubco immediately prior to the Company Merger Effective Time, shall be canceled; and (4) each then issued and outstanding ordinary share of Company Merger Sub, shall be converted into one validly issued, fully paid and nonassessable ordinary share, par value $0.001 per share, of the First Surviving Company and shall constitute the only issued and outstanding shares of the First Surviving Company upon the Company Merger Effective Time.

At the Effective Time, pursuant to the SPAC Merger: (1) each issued and outstanding WinVest Unit shall be automatically detached and the holder thereof shall be deemed to hold one share of WinVest Common Stock, one WinVest Public Warrant and one WinVest Right (“Unit Separation”), (2) immediately following the Unit Separation, every issued and outstanding share of WinVest Common Stock (other than treasury shares held by WinVest) immediately prior to the Effective Time shall be canceled by virtue of the SPAC Merger and converted automatically into the right to receive one Pubco Class A Ordinary Share; (3) each outstanding WinVest Public Warrant shall be converted into one Pubco Public Warrant and each outstanding WinVest Private Warrant shall be converted into one Pubco Private Warrant, and each of the Pubco Public Warrants and Pubco Private Warrants (together with Pubco Public Warrants, “Assumed Warrants”) shall have and be subject to substantially the same terms and conditions set forth in the respective WinVest Public Warrants and WinVest Private Warrants, except that in each case they shall represent the right to acquire Pubco Class A Ordinary Shares in lieu of shares of WinVest Common Stock; (4) each issued and outstanding WinVest Right shall be automatically converted into the number of Pubco Class A Ordinary Shares that would have been received by the holder thereof if such WinVest Right had been converted upon the consummation of a Business Combination; (5) each share of WinVest Common Stock for which a holder has exercised its right of redemption shall be surrendered and cancelled and shall cease to exist; and (6) each share of common stock in SPAC Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share, par value $0.01 per share, of the Second Surviving Company.

Q.     What are the U.S. federal income tax consequences of the Business Combination to me?

A.     Subject to the discussion below of WinVest Warrants, it is intended that the Business Combination qualifies as an exchange described in Section 351(a) of the Code. It is the opinion of WinVest’s counsel, Cyruli Shanks & Zizmor LLP, that the Business Combination will qualify as an exchange described in Section 351(a) of the Code. However, there can be no assurance that the U.S. Internal Revenue Service will not successfully challenge this position, and, if so, then the exchange of WinVest Common Stock for Pubco Class A Ordinary Shares will be a taxable exchange, and the tax consequences described herein will be materially different from those described below. The remainder of this discussion assumes that the transactions described above qualify as an exchange described in Section 351(a) of the Code. Assuming such qualification, a U.S. holder that receives Pubco Class A Ordinary Shares in exchange for WinVest Common Stock in the Business Combination will not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the Pubco Class A Ordinary Shares received in the Business Combination by a U.S. holder should be equal to the adjusted tax basis of the WinVest Common Stock exchanged therefor. The holding period of the Pubco Class A Ordinary Shares should include the holding period during which the WinVest Common Stock exchanged therefor were held by such U.S. holder.

If the Business Combination qualifies only as an exchange governed by Section 351(a) of the Code (and not as a reorganization under Section 368 of the Code), a U.S. holder that receives Pubco Class A Ordinary Shares in exchange for WinVest Common Stock and that holds WinVest Warrants that automatically convert into Pubco Warrants should recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess (if any) of (x) the sum of the fair market values of the Pubco Class A Ordinary Shares and the Pubco Warrants received by such holder over (y) such holder’s aggregate adjusted tax basis in the WinVest Common Stock and WinVest Warrants exchanged therefor) and (ii) the fair market value of the Pubco Warrants received by such holder in such exchange.

If the Business Combination qualifies as an exchange governed only by section 351 of the Code (and not as a reorganization under section 368 of the Code), a U.S. holder that holds only WinVest Warrants that automatically convert into Pubco Warrants should recognize gain or loss upon such exchange equal to the difference between the fair market value of the Pubco Warrants received and such U.S. holder’s adjusted basis in its WinVest Warrants. A U.S. holder’s basis in its Pubco Warrants received in the Business Combination should equal the fair market value of the Pubco Warrants. A U.S. holder’s holding period in its Pubco Warrants should begin on the day after the Business Combination.

If the Business Combination qualifies as a “reorganization” as well as a section 351 exchange, a U.S. holder that receives Pubco Class A Ordinary Shares in exchange for WinVest Common Stock and whose WinVest Warrants automatically convert into Pubco Warrants should not recognize any gain or loss upon the exchange. In such case, a U.S. holder’s tax basis in the Pubco Class A Ordinary Shares and the Pubco Warrants received should be equal to the U.S. holder’s basis in the WinVest Common Stock and WinVest Warrants exchanged therefor, and the holding period of the Pubco Class A Ordinary Shares and Pubco Warrants should include the holding period during which the WinVest Common Stock and Warrants exchanged therefor were held by such U.S. holder. However, it is unclear whether the requirements of Section 368 of the Code can be satisfied. There are many requirements that must be satisfied in order for the Business Combination to qualify as a “reorganization” under Section 368 of the Code, some of which are based upon factual determinations and others are fundamental to corporate reorganizations. For example, it is unclear as a matter of law whether an entity that may not have a historic business, such as WinVest, can satisfy the “continuity of business enterprise” requirement under Section 368 of the Code. In addition, reorganization treatment could be adversely affected by events or actions that occur prior to or at the time of the Business Combination, some of which are outside the control of WinVest. For example, the requirements for reorganization treatment could be affected by the magnitude of WinVest Common Stock redemptions that occur in connection with the Business Combination. As a result, WinVest’s counsel is unable to opine whether the Business Combination qualifies as a reorganization under Section 368 of the Code.

Even if the Business Combination otherwise qualifies as an exchange described in Section 351(a) of the Code and/or as a reorganization under Section 368 of the Code, U.S. holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company rules, as described in more detail under “Material U.S. Federal Income Tax Consideration — U.S. Holders — The Business Combination — Application of the Passive Foreign Investment Company Rules to the Transactions.”

For additional discussion of the U.S. federal income tax treatment of the Business Combination, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination — Tax Consequences of the Business Combination.”

Q.     What conditions must be satisfied or waived to complete the Business Combination?

A.     The obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of the following mutual conditions among others: (1) the approval of the Business Combination Agreement and the Business Combination and related transactions (including the Mergers) by the requisite vote of WinVest’s stockholders and EFGH’s shareholders; (2) the approval for listing of Pubco’s Class A Ordinary Shares on NYSE; (3) the absence of any law, order or other action by a governmental authority prohibiting or permanently enjoining the consummation of the Business Combination; (4) WinVest having net tangible assets of at least US$5,000,001 upon the Closing; (5) the effectiveness of the Registration Statement of which this proxy statement/prospectus forms a part.

In addition, unless waived by EFGH, the obligations of EFGH, Pubco, Company Merger Sub and SPAC Merger Sub to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (1) the representations and warranties of WinVest being true and correct on and as of the Closing, subject to Material Adverse Effect; (2) WinVest having performed in all material respects its covenants and obligations required to be performed by it under the Business Combination Agreement on or prior the date of the Closing; (3) the absence of any continuing Material Adverse Effect with respect to WinVest since the date of the Business Combination Agreement; and (4) the receipt by EFGH of the Registration Rights Agreement from Pubco covering the Pubco Class A Ordinary Shares issued to EFGH’s shareholders as merger consideration.

Unless waived by WinVest, the obligation of WinVest to consummate the Business Combination is subject to the satisfaction of the following conditions, in addition to customary certificates and other closing deliveries: (1) the representations and warranties of EFGH, Pubco, Company Merger Sub, and SPAC Merger Sub being true and correct as of the Closing, subject to Material Adverse Effect on the Target Companies, taken as a whole; (2) EFGH, Pubco, Company Merger Sub, and SPAC Merger Sub having performed in all material respects their respective covenants and obligations required to be performed by them under the Business Combination Agreement on or prior to the Closing; (3) the absence of any continuing Material Adverse Effect with respect to EFGH and its subsidiaries, taken as a whole, since the date of the Business Combination Agreement; (4) each Lock-Up Agreement being in full force and effect as of the Closing; and (5) WinVest having received the Founder Registration Rights Agreement Amendment, duly executed by Pubco.

In addition, in accordance with the Cayman Companies Act, the Plan of Merger shall be authorized by each of the Company Merger Sub and EFGH by way of a special resolution of the members of each of Company Merger Sub and EFGH respectively.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal One — The Business Combination Proposal — The Business Combination Agreement” and “— Related Agreements and Documents” In the event of the waiver of a condition, the WinVest Board will evaluate the materiality of any such waiver to determine whether amendment of this proxy statement/prospectus and recirculation or resolicitation of stockholder approval is necessary. For more information, refer to the section titled “The exercise of WinVest’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in WinVest’s stockholders’ best interest.”

Q.     Did the WinVest Board obtain a fairness opinion in determining whether to proceed with the Business Combination?

A.     No. The WinVest Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, WinVest’s management, the members of the WinVest Board and the other representatives of WinVest have experience in evaluating the operating and financial merits of digital infrastructure companies and reviewed certain financial information of EFGH and other relevant financial information selected based on the experience and the professional judgment of WinVest’s management team. Accordingly, investors will be relying solely on the judgment of the WinVest Board in valuing EFGH’s business and accordingly, investors assume the risk that the WinVest Board may not have properly valued such business. For more information, see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Neither the WinVest Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, WinVest Stockholders have no assurance from an independent source that the number of Pubco Class A Ordinary Shares to be issued to WinVest stockholders in the Business Combination is fair to WinVest — and, by extension, WinVest Stockholders — from a financial point of view.”

Q:     What equity stake will current WinVest Stockholders and EFGH’s Shareholders hold in Pubco immediately after the consummation of the Business Combination?

A:     The following tables illustrate estimated ownership levels in Pubco, immediately following the consummation of the Business Combination, based on varying levels of redemptions by Public Stockholders. Each redemptions scenario assumes that the $5.0 million net tangible assets condition is met through assumed illustrative PIPE Financing. In the event the net tangible assets condition is not satisfied as a result of redemptions of Public Shares which reduce the amount available to be released to us from the Trust Account, and/or we obtain less financing proceeds than we expect, EFGH may, in its sole discretion, waive the net tangible assets condition. If EFGH waives the net tangible assets condition, WinVest intends to file a Current Report on Form 8-K within four business days of such event, however such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the Special Meeting, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the Special Meeting.

The following table illustrates varying ownership levels of Pubco immediately following the Business Combination:

____________

(1)      Each Pubco Class A Ordinary Share will entitle the holder thereof to one (1) vote per share on all matters on which the Pubco Class A Ordinary Shares are entitled to vote, and each Pubco Class B Ordinary Share will entitle the holder thereof to ten (10) votes per share on all matters on which the Pubco Class B Ordinary Shares are entitled to vote.

(2)      Amount comprises the unredeemed Public Shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of (i) 0 shares under the No Additional Redemptions Scenario, (ii) 55,009 shares under the 25% Redemptions Scenario, (iii) 110,018 shares under the 50% Redemptions Scenario, (iv) 165,027 shares under the 75% Redemptions Scenario, and (v) 220,036 shares under the 100% Redemptions Scenario.

(3)      Includes the 766,667 shares issuable upon the exercise of the Public Rights.

(4)      Amount reflects the Pubco Class A Ordinary Shares that would be issued assuming the levels of PIPE Investment required to satisfy the $5.0 million net tangible assets condition at each assumed level of redemptions and assumes no Additional Financing or other financing. These amounts reflect approximately (i) $14.5 million of PIPE Investment in the No Additional Redemptions Scenario, (ii) $15.3 million of PIPE Investment in the 25% Redemptions Scenario, (iii) $16.1 million of PIPE Investment in the 50% Redemptions Scenario, (iv) $16.9 million of PIPE Investment in the 75% Redemptions Scenario, and (v) $17.7 million of PIPE Investment in the 100% Redemptions Scenario. As of the date of this proxy statement/prospectus, there has been no binding agreement for a PIPE Investment or other financing.

(5)      This line is for illustrative purposes only. We have not secured any PIPE funding to date.

The following table illustrates varying ownership levels of Pubco immediately following the Business Combination on a fully diluted basis(1):

____________

(1)      This table makes the same assumptions as in the preceding ownership table, except that this table reflects the 5,750,000 
shares underlying the Public Warrants, and the 5,450,000 shares underlying the Private Warrants.

(2)      Includes the 5,750,000 shares underlying the Public Warrants.

(3)      Includes the 5,450,000 shares underlying the Private Warrants.

(4)      This line is for illustrative purposes only. We have not secured any PIPE funding to date.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of the Public Shares. If the amount of PIPE Investment or Additional Financing is greater than the assumptions above, such financing would further increase dilution to Public Stockholders, and the amount of such potential additional dilution will not be calculable until definitive agreements for a PIPE Investment and/or Additional Financing are entered into, if any.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms” and, with respect to the determination of the “100% Redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The table below presents the Trust Account value per share to a Public Stockholder that elects not to redeem its shares across a range of varying redemptions scenarios. This Trust Account value per share includes the per share cost of the Deferred Discount.

____________

(1)      This scenario assumes that no Public Shares are redeemed. This scenario also assumes payment of the Deferred Discount of approximately $4.0 million using the funds in the Trust Account.

(2)      This scenario assumes that 55,009 Public Shares, or approximately 25% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $0.8 million (based on the estimated per-share Redemption Price of approximately $14.47 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes payment of the Deferred Discount of approximately $4.0 million using the funds in the Trust Account.

(3)      This scenario assumes that 110,018 Public Shares, or approximately 50% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $1.6 million (based on the estimated per-share Redemption Price of approximately $14.47 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes payment of the Deferred Discount of approximately $4.0 million using the funds in the Trust Account.

(3)      This scenario assumes that 165,027 Public Shares, or 75% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $2.4 million (based on the estimated per-share Redemption Price of approximately $14.47 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes payment of the Deferred Discount of approximately $4.0 million using the funds in the Trust Account.

(4)      This scenario assumes that 220,036 Public Shares, or 100% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $3.2 million (based on the estimated per-share Redemption Price of approximately $14.47 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes payment of the Deferred Discount of approximately $4.0 million using the funds in the Trust Account.

Sources and Uses of Proceeds

The following tables summarize the anticipated sources and uses of funds in the Business Combination, in various redemptions scenarios. Such tables are for illustrative purposes only. Where actual amounts are not known or knowable, the figures below represent good faith estimates of such amounts.

Potential ownership of outstanding Pubco Ordinary Shares upon Closing (on a diluted and as-converted basis assuming the vesting and exercise of outstanding warrants of Pubco and the issuance of Pubco Ordinary Shares in respect thereof):

The issuance of Pubco Ordinary Shares in the Business Combination will dilute the equity interests of WinVest Public Stockholders who do not exercise their redemption rights and may adversely affect prevailing market prices for Pubco Ordinary Shares. WinVest Public Stockholders who do not exercise their redemption rights may experience dilution to varying degrees in connection with and after the Business Combination, including:

•        the issuance of Pubco Ordinary Shares as part of the consideration in connection with the consummation of the Business Combination; and

•        the exercise of Pubco Warrants.

The issuance of Pubco Ordinary Shares in connection with the Business Combination, including through any of the foregoing, could have the following effects for WinVest Public Stockholders who elect not to redeem their Public Shares:

•        their proportionate ownership interest in Pubco will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding shares of WinVest Common Stock will be diminished; or

•        the market price of Pubco Class A Ordinary Shares or Pubco Warrants, as applicable, may decline.

The following tables illustrate estimated ownership levels in Pubco, immediately following the consummation of the Business Combination, based on varying levels of redemptions by Public Stockholders. Each redemptions scenario assumes that the $5.0 million net tangible assets condition is met through assumed illustrative PIPE Financing. In the event the net tangible assets condition is not satisfied as a result of redemptions of Public Shares which reduce the amount available to be released to us from the Trust Account, and/or we obtain less financing proceeds than we expect, EFGH may, in its sole discretion, waive the net tangible assets condition. If EFGH waives the net tangible assets condition, WinVest intends to file a Current Report on Form 8-K within four business days of such event, however such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the Special Meeting, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the Special Meeting.

The following table illustrates varying ownership levels of Pubco immediately following the Business Combination:

____________

(1)      Each Pubco Class A Ordinary Share will entitle the holder thereof to one (1) vote per share on all matters on which the Pubco Class A Ordinary Shares are entitled to vote, and each Pubco Class B Ordinary Share will entitle the holder thereof to ten (10) votes per share on all matters on which the Pubco Class B Ordinary Shares are entitled to vote.

(2)      Amount comprises the unredeemed Public Shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of (i) 0 shares under the No Additional Redemptions Scenario, (ii) 55,009 shares under the 25% Redemptions Scenario, (iii) 110,018 shares under the 50% Redemptions Scenario, (iv) 165,027 shares under the 75% Redemptions Scenario, and (v) 220,036 shares under the 100% Redemptions Scenario.

(3)      Includes the 766,667 shares issuable upon the exercise of the Public Rights.

(4)      Amount reflects the Pubco Class A Ordinary Shares that would be issued assuming the levels of PIPE Investment required to satisfy the $5.0 million net tangible assets condition at each assumed level of redemptions and assumes no Additional Financing or other financing. These amounts reflect approximately (i) $14.5 million of PIPE Investment in the No Additional Redemptions Scenario, (ii) $15.3 million of PIPE Investment in the 25% Redemptions Scenario, (iii) $16.1 million of PIPE Investment in the 50% Redemptions Scenario, (iv) $16.9 million of PIPE Investment in the 75% Redemptions Scenario, and (v) $17.7 million of PIPE Investment in the 100% Redemptions Scenario. As of the date of this proxy statement/prospectus, there has been no binding agreement for a PIPE Investment or other financing.

(5)      This line is for illustrative purposes only. We have not secured any PIPE funding to date.

The following table illustrates varying ownership levels of Pubco immediately following the Business Combination on a fully diluted basis(1):

____________

(1)      This table makes the same assumptions as in the preceding ownership table, except that this table reflects the 5,750,000 shares underlying the Public Warrants, and the 5,450,000 shares underlying the Private Warrants.

(2)      Includes the 5,750,000 shares underlying the Public Warrants.

(3)      Includes the 5,450,000 shares underlying the Private Warrants.

(4)      This line is for illustrative purposes only. We have not secured any PIPE funding to date.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of the Public Shares. If the amount of PIPE Investment or Additional Financing is greater than the assumptions above, such financing would further increase dilution to Public Stockholders, and the amount of such potential additional dilution will not be calculable until definitive agreements for a PIPE Investment and/or Additional Financing are entered into, if any.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms” and, with respect to the determination of the “100% Redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The table below presents the Trust Account value per share to a Public Stockholder that elects not to redeem its shares across a range of varying redemptions scenarios. This Trust Account value per share includes the per share cost of the Deferred Discount.

____________

(1)      This scenario assumes that no Public Shares are redeemed. This scenario also assumes payment of the Deferred Discount of approximately $4.0 million using the funds in the Trust Account.

(2)      This scenario assumes that 55,009 Public Shares, or approximately 25% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $0.8 million (based on the estimated per-share Redemption Price of approximately $14.47 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes payment of the Deferred Discount of approximately $4.0 million using the funds in the Trust Account.

(3)      This scenario assumes that 110,018 Public Shares, or approximately 50% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $1.6 million (based on the estimated per-share Redemption Price of approximately $14.47 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes payment of the Deferred Discount of approximately $4.0 million using the funds in the Trust Account.

(4)      This scenario assumes that 165,027 Public Shares, or 75% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $2.4 million (based on the estimated per-share Redemption Price of approximately $14.47 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes payment of the Deferred Discount of approximately $4.0 million using the funds in the Trust Account.

(5)      This scenario assumes that 220,036 Public Shares, or 100% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $3.2 million (based on the estimated per-share Redemption Price of approximately $14.47 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes payment of the Deferred Discount of approximately $4.0 million using the funds in the Trust Account.

Q.     What interests do WinVest’s Sponsor, executive officers and directors and other parties have in the Business Combination?

A.     WinVest’s Sponsor, executive officers and directors and others may have interests in the Business Combination that may be different from, or in addition to, the interests of WinVest’s stockholders generally. The WinVest Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be approved by the stockholders of WinVest. These interests include, among other things:

•        If the Business Combination with WinVest or another business combination is not consummated by [      ] (unless extended by WinVest’s stockholders), WinVest will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding WinVest Public Shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the Founder Shares held by WinVest’s Initial Stockholders, including any directors and officers, would be worthless because WinVest’s Initial Stockholders are not entitled to participate in any Redemption or distribution with respect to such shares (although the Founder Shares have certain rights that differ from the rights of holders of the WinVest Public Shares, the aggregate value of such shares is estimated to be approximately US$36.1 million, assuming the per share value of the shares is the same as the US$12.55 closing price of the WinVest Public Shares on OTC as of January 15, 2026, despite having been purchased for an aggregate of US$25,000. As a result, WinVest’s Initial Stockholders are likely to be able to recoup their investment in WinVest and make a substantial profit on that investment, even if Pubco Class A Ordinary Shares have lost significant value. This means that WinVest’s Initial Stockholders could earn a positive rate of return on their investment, even if WinVest Public Stockholders experience a negative rate of return in the post-business combination company. The following persons have material interests in the Sponsor: Jeff LeBlanc, as manager of the Sponsor, controls the voting and disposition of the securities held by the Sponsor. In addition, WinVest’s directors and executive officers each hold direct economic interests in the Founder Shares held by the Sponsor. Manish Jhunjhunwala, the Chief Executive Officer of WinVest, holds direct economic interests in the Founder Shares and private placement warrants held by the Sponsor. Certain members of WinVest’s Board of Directors, including Lawrence S. Kramer and Alok Prasad, are members of the Sponsor and therefore hold indirect economic interests in the Founder Shares and private placement warrants held by the Sponsor. These interests may create potential conflicts of interest in connection with the evaluation and consummation of the Business Combination.

•        The Sponsor purchased an aggregate of 10,900,000 Private Warrants for an aggregate amount of US$5,450,000 simultaneously with the consummation of the WinVest IPO. Although such securities have certain rights that differ from the rights of holders of the Public Warrants, the Private Warrants had

an aggregate market value of approximately US$136,250 based upon the closing price of WinVest Public Warrants of US$0.0125 per Warrant on OTC as of January 15, 2026. If WinVest is unable to complete a business combination by [      ] (unless extended by WinVest’s stockholders), the Private Warrants will expire worthless and the Sponsor will be unable to recoup its investment in WinVest.

•        The fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination on or prior to the Charter Extension Date, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below US$[    ] per WinVest Public Share, or such lesser per WinVest Public Share amount as is in the Trust Account on the liquidation date, from the claims of prospective target businesses with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

•        The Sponsor and its affiliates (the “Sponsor Parties”) will lose their entire investment (and potentially any loans or expenses fronted by the Sponsor and its affiliates and permitted transferees) in WinVest if WinVest does not complete a business combination by [      ]. The Sponsor Parties’ investment in the Company consists of 2,875,000 Founder Shares for an aggregate of US$25,000 (or approximately US$0.01 per share). Additionally, the Sponsor Parties have accrued an aggregate of $434,965 in reimbursable expenses through the Administrative Services Agreement as of September 30, 2025. In the event that the Company does not complete an initial business combination by [      ] (unless extended by WinVest’s stockholders, or such earlier time as the WinVest Board determines), the Sponsor Parties may lose their entire investment in WinVest.

•        WinVest’s Initial Stockholders, including its officers and directors and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on WinVest’s behalf, such as identifying and investigating possible business targets and business combinations. However, if WinVest fails to consummate a business combination within the required time period under its organizational documents, these persons will not have any claim against the Trust Account for reimbursement. Accordingly, WinVest may not be able to reimburse these expenses if the Business Combination with EFGH or another business combination is not completed by [      ] (unless extended by WinVest’s stockholders).

•        In addition to these interests of the Sponsor and WinVest’s officers and directors and their affiliates, to the fullest extent permitted by applicable laws and WinVest Charter, waive certain applications of the doctrine of corporate opportunity in some circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have, and WinVest renounces any expectation that any of its directors or officers will offer any such corporate opportunity of which he or she may become aware to us. WinVest does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. Further, WinVest does not believe that the waiver of the application of the corporate opportunity doctrine had a material impact on its ability to complete its initial business combination.

•        WinVest’s existing directors and officers will be eligible for continued indemnification and continued coverage under WinVest’s directors’ and officers’ liability insurance after the Business Combination and pursuant to the Business Combination Agreement.

•        The anticipated appointment of            of WinVest as a director of Pubco after the consummation of the Business Combination. As such, in the future,            will receive any cash fees, share options or equity awards that the Pubco Board determines to pay to its directors. See the section titled “Director and Officer Compensation — Director and Officer Compensation Following the Business Combination.”

The foregoing interests present a risk that the Sponsor Parties and WinVest’s officers and directors may be incentivized to complete a business combination with a less favorable target company or on terms less favorable to the Public Shareholders rather than to liquidate, in which case the Sponsor would lose its entire investment. As a result, the Sponsor Parties and WinVest’s officers and directors may have a conflict of interest in determining whether EFGH is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination.

The Sponsor considered various factors in its support for the Business Combination. Some benefits to the Sponsor included the opportunity to monetize their interests in WinVest following the Closing and obtain significant returns in Pubco, especially if Pubco performs well in the public markets. However, the Sponsor also considered detriments, such as the dilution of the Sponsor Parties’ ownership stake and the restrictions on liquidity due to the lock-up provisions set forth in the Insider Letter and the Sponsor Support Agreement.

Consideration Received by the Sponsor Parties

Set forth below is a summary of the terms and amount of the consideration received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by WinVest to the Sponsor Parties and the price paid or to be paid for such securities or any related financing transaction.

Because the Sponsor acquired the Founder Shares at a nominal price, WinVest Public Stockholders will incur an immediate and substantial dilution upon the closing of this offering and will incur additional dilution upon the exercise of warrants held by the Sponsor and its affiliates. See the section titled “Risk Factors — Risks Related to the Business Combination and WinVest — The Sponsor and WinVest’s directors, executive officers and advisory board members who hold Founder Shares may receive a positive return on the Founder Shares even if Pubco’s public stockholders experience a negative return on their investment after consummation of the Business Combination.”

Certain Other Interests in the Business Combination

In addition to the interests of WinVest’s Sponsor, directors and officers in the Business Combination, shareholders should be aware that Welsbach and D. Boral have financial interests that are different from, or in addition to, the interests of WinVest’s stockholders:

Engagement Letter with Welsbach

On June 10, 2025, EFGH entered into an engagement letter (the “Welsbach Engagement Letter”) with Welsbach, pursuant to which Welsbach agreed to provide corporate consultancy services and facilitate business introduction meetings to support EFGH’s fundraising efforts. The services include: (i) assisting in the preparation of a data room and identifying a suitable investment banking firm to provide sell-side M&A and capital raising services, with the goal of obtaining an engagement letter with such firm on terms acceptable to EFGH; (ii) upon execution of an engagement letter with an investment bank, arranging videoconference meetings between EFGH and interested SPAC sponsors and acting as an economic advisor to EFGH and its board in connection therewith; and (iii) providing advisory support in connection with any merger and capital raising transaction resulting from introductions made under the engagement.

In consideration for these services, EFGH agreed to pay Welsbach an initial fee of US$35,000, payable upon execution of the Welsbach Engagement Letter. Additionally, if EFGH consummates a financing or merger transaction (including the Business Combination) with a party introduced through the engagement, Welsbach is entitled to: (a) A financial consultancy fee equal to the difference between 5.00% and the percentage fee charged by the corresponding investment bank for fundraising services, multiplied by the gross amount of such financing, subject to a minimum of 1.00% and not less than zero; and (b) an economic advisory fee equal to the difference between 2.00% and the percentage fee charged by the corresponding investment bank, multiplied by the gross transaction size upon closing of the merger, subject to a minimum of 0.50% and not less than zero. These contingent fees are payable at the closing of the applicable transaction on the same terms as those payable to the sell-side investment bank. The Welsbach Engagement Letter also provides for reimbursement of Welsbach’s reasonable and documented out-of-pocket expenses (including legal fees) upon consummation of a transaction or termination of the agreement, subject to EFGH’s prior approval.

The agreement may be terminated by either party with seven days’ advance written notice and remains in effect for up to 24 months following termination with respect to any transaction closing within that period. It includes customary provisions regarding indemnification, contribution, confidentiality, limitations on liability, representations regarding information provided by EFGH, non-disclosure of the agreement without consent, governing law, and other standard terms.

EFGH estimates that the total fees payable to Welsbach in connection with the Business Combination will be approximately US$[•], based on the terms of the Business Combination and any related financing. A copy of the Welsbach Engagement Letter is filed as an exhibit to the registration statement of which this prospectus forms a part and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to such exhibit.

Capital Markets Advisory Agreement with D. Boral

On July 16, 2025, EFGH entered into a capital markets advisory agreement (the “D. Boral Agreement”) with D. Boral, a FINRA-registered broker-dealer, pursuant to which D. Boral agreed to act as EFGH’s exclusive capital markets advisor. The services include, upon EFGH’s request: (i) apprising itself of EFGH’s business and providing strategic advice on capital structure, financing options, market conditions, and business plans; (ii) assisting in preparing marketing materials, investor presentations, and non-deal roadshows; (iii) assisting in broadening EFGH’s shareholder base and making strategic introductions to potential investors, underwriters, or financial intermediaries; (iv) exploring and evaluating financing structures and assisting in capitalization strategies; (v) working with EFGH to develop a data room for due diligence; and (vi) providing other mutually agreed capital markets advisory and investment banking services. D. Boral’s role in any offer or sale of securities is limited to advisor and introducer, with solicitations handled by EFGH or other FINRA members.

In consideration for these services, EFGH paid D. Boral an advance expense fee of US$50,000 upon execution. Additionally, if EFGH consummates a financing or transaction (including the Business Combination) during the term or within a 12-month tail period with a party introduced or contacted by D. Boral: (i) for public or private equity or equity-linked placements, D. Boral is entitled to a cash fee of 4% of the amount raised, invested, or committed; (ii) for debt placements, a cash fee of 3% of the amount raised, invested, or committed; and (iii) for merger and acquisition transactions, a cash fee of 1.5% of the transaction consideration (including cash, securities, assumed liabilities, and contingent payments, valued as specified in the D. Boral Agreement). Separately, D. Boral is entitled to a cash fee of 4% of gross proceeds from any equity, debt, or equity derivative financing with investors introduced by D. Boral during the term, if consummated within a 12-month tail period. Fees are payable in cash at closing, with provisions for valuing non-cash consideration and contingent payments. EFGH also agreed to reimburse D. Boral’s reasonable expenses (including legal fees and travel) upon request.

The D. Boral Agreement grants D. Boral a right of first refusal, for 12 months following completion of any financing, to act as sole investment banker, book-runner, or placement agent for future public or private equity, debt, or equity-linked offerings, subject to customary terms and EFGH’s right to sell securities directly to its directors and affiliates without a broker-dealer. During the term, EFGH may not engage other advisors for similar services without D. Boral’s involvement.

The initial term is six months, automatically renewing month-to-month thereafter, and terminable by either party with 10 days’ written notice after the initial term. Provisions for fees, tail periods, right of first refusal, indemnification, and certain other terms survive termination. The D. Boral Agreement includes customary indemnification, confidentiality, limitations on liability, and representations and warranties.

EFGH estimates that the total fees payable to D. Boral in connection with the Business Combination will be approximately US$[    ], excluding the advance fee and reimbursable expenses. A copy of the D. Boral Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to such exhibit.

Interests of EFGH, its officers and directors in the Business Combination

In addition, EFGH and its officers and directors have financial interests that are different from, or in addition to, the interests of EFGH’s shareholders:

•        The anticipated continuation of six of EFGH’s existing directors, Dennis Ng, Chia Hock Lai, Muyambo Tinashe, David Yeoh, Dallas Ng, Zhi Hao and Jeanette Huang, as directors of Pubco, may entitle such directors and officer to receive cash fees, share options, equity awards or other remuneration that the Pubco Board determines to pay them for their service as directors and officers.

•        Upon the consummation of the Business Combination, assuming the No Redemption scenario, Chia Hock Lai, Muyambo Tinashe, David Yeoh, Dallas Ng, Zhi Hao and Jeanette Huang will beneficially own 5,733,935, 212,500, 2,877,858, 306,000 and 42,500 Pubco Class A Ordinary Shares, respectively, representing 10,022,793 Pubco ADSs in total, and Dennis Ng will beneficially own 14,025,000 Pubco Class B Ordinary Shares. As a result, these six individuals will hold, respectively, 3.29%, 0.12%, 1.65%, 0.18%, 0.02% and 80.59% of all voting power of Pubco, respectively.

•        The current directors and executive officers of EFGH beneficially own [    ]% of all issued and outstanding share capital of EFGH as of the date of this proxy statement/prospectus, and upon the consummation of the Business Combination, such shares will be cancelled in exchange for the right to receive 10,022,793 Pubco Ordinary Shares, representing 10,022,793 Pubco ADSs, and 14,025,000 Pubco Class B Ordinary Shares, representing in total 86.34% of all voting power of Pubco.

Q.     When will the Sponsor and its affiliates be entitled to transfer its Founder Shares and Private Warrants?

A.     Each of the Sponsor and WinVest’s directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the Founder Shares and Private Warrants, as summarized in the table below. Such transfer restrictions will apply until the applicable expiration date, unless earlier waived by the contracting parties. We may, on or before the consummation of the Business Combination, distribute some or all of the WinVest Founder Shares held by the Sponsor and release some or all of the WinVest Founder Shares from such lock-up restrictions in connection with applicable stock exchange listing requirements.

With fewer WinVest Public Shares and WinVest Public Stockholders, the trading market for Pubco Class A Ordinary Shares may be less liquid than the market for the WinVest Common Stock was prior to the Business Combination, and Pubco may not be able to meet the listing standards for NYSE or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into EFGH’s business will be reduced.

Q.     What happens if the Business Combination is not consummated?

A.     If WinVest does not complete the Business Combination with EFGH or another business combination by [    ], or such later time as may be approved by WinVest’s stockholders, WinVest must: (i) redeem 100% of the outstanding WinVest Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (which was approximately US$            million as of            , 2026), (ii) cease all operations except for the purpose of winding up, and (iii) subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate. In such event, WinVest’s Warrants will expire worthless, and the [    ] Founder Shares and [    ] Private Warrants, including those held by WinVest’s Initial Stockholders, would also be worthless. For more information about the liquidation process, see “Information about WinVest — Liquidation if No Business Combination.”

Q.     When do you expect the Business Combination to be completed?

A.     It is currently anticipated that the Business Combination will be consummated promptly following the Meeting, which is set for            , 2026; however, the Meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section entitled “Proposal One — The Business Combination Proposal — Business Combination Agreement — Conditions to Closing.”

Q.     What do I need to do now?

A.     WinVest urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or Warrant holder of WinVest. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     The Meeting will be held via live webcast at            a.m., Eastern Time, on            , 2026, at the office of            . You can participate in the Meeting and vote your shares electronically via live webcast by visiting            with the password of            and entering the voter control number included on your proxy card. You will not be required to attend the Meeting in person in order to vote, and WinVest encourages virtual participation.

If you are a holder of record of WinVest Common Stock on the Record Date, you may vote at the Meeting or by submitting a proxy for the Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. However, broker non-votes are not treated as votes cast and will have no effect on any of the proposals.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Shareholders may (i) enter a new vote by Internet or telephone, (ii) send a later dated, signed proxy card to WinVest’s secretary at the address set forth below so that it is received by WinVest’s Chief Executive Officer prior to the vote at the Meeting or (iii) attend the Meeting via live webcast and vote virtually via the Internet. Shareholders also may revoke their proxy by sending a notice of revocation to WinVest’s Chief Executive Officer at 125 Cambridgepark Drive, Suite 301, Cambridge, Massachusetts 02140, which notice must be received by WinVest’s Chief Executive Officer prior to the vote at the Meeting.

Q.     What happens if I fail to take any action with respect to the Meeting?

A.     If you fail to take any action with respect to the Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of Pubco. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, you will continue to be a shareholder and/or Warrant holder of WinVest.

Q.     What should I do if I receive more than one set of voting materials?

A.     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your WinVest Common Stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your WinVest Common Stock.

Q.     Who can help answer my questions?

A.     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

WinVest

125 Cambridgepark Drive, Suite 301

Cambridge, Massachusetts 02140

Or

Advantage Proxy, Inc,

P.O. Box 10904

Yakima, WA 98909

Free: (877) 870-8565

Email: [email protected]

You may also obtain additional information about WinVest from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” If you are a holder of WinVest Public Shares and you intend to seek Redemption of your shares, you will need to deliver your stock (either physically or electronically) to WinVest’s transfer agent at the address below at least two (2) business days prior to the Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor

New York, New York 10004

Attn: Leicia Savinetti

Email: [email protected]

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement/prospectus, including statements regarding EFGH’s, WinVest’s or Pubco’s future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, EFGH’s or WinVest’s expectations concerning the outlook for their or Pubco’s business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of Pubco as set forth in the sections of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal — WinVest’s Board of Directors’ Reasons for the Business Combination.” Forward-looking statements also include statements regarding the expected benefits of the proposed Business Combination between Pubco, EFGH and WinVest.

Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:

•        the rapidly evolving industry in which EFGH operates and such industry’s potential decline or limited growth;

•        EFGH’s ability to execute its business model, including market acceptance of its planned products and services;

•        changes in applicable laws or regulations;

•        EFGH’s ability to raise capital to support business growth;

•        EFGH’s ability to compete;

•        the rapidly changing and increasingly stringent laws, contractual obligations and industry standards relating to digital infrastructure, privacy, data protection and data security; and

•        the other matters described in the section titled “Risk Factors.”

In addition, the Business Combination is subject to the satisfaction of the conditions to the completion of the Business Combination set forth in the Business Combination Agreement and the absence of events that could give rise to the termination of the Business Combination Agreement, the possibility that the Business Combination does not close, and risks that the proposed Business Combination disrupts current plans and operations and business relationships, or poses difficulties in attracting or retaining employees for EFGH.

Pubco, EFGH and WinVest caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this proxy statement/prospectus. None of Pubco, EFGH, nor WinVest undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that Pubco, EFGH, or WinVest will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in WinVest’s public filings with the SEC or, upon and following the consummation of the Business Combination, in Pubco’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult. For additional information, please see the section titled “Where You Can Find More Information.”

RISK FACTORS

Risks Related to Our Business and Our Industry

We have a limited operating history and face significant challenges in the digital infrastructure industry, which may render the evaluation of our business and prospects difficult and may increase the risk of your investment.

We commenced our business in 2024. As we only have a limited operating history in the digital infrastructure and embedded insurance industry, it is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. You should consider our business and prospects in light of the risks and challenges that we face as an early-stage company and a new entrant into these fast-developing industries, including our ability to:

•        design and develop our digital infrastructure platform;

•        accurately estimate the demand for our products and services:

•        enhance our service capabilities to meet customer needs;

•        expand and deploy our network of embedded insurance services;

•        increase our sales and marketing activities;

•        expand our design, development, maintenance and repair capabilities;

•        attract, retain and motivate talented employees;

•        improve and maintain our operating efficiency;

•        navigate an evolving and complex regulatory environment; and

•        manage our growth effectively.

If we fail to address any or all of these risks and challenges, our business, results of operations and financial condition could be adversely affected. We have a limited operating history on which investors can base an evaluation of our business, results of operations and prospects. It is difficult to predict our future revenue and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates, or if we adjust our estimates in future periods, our results of operations and financial position could be materially affected. The projected financial information appearing elsewhere in this proxy statement/prospectus has been prepared by management and reflects current estimates of future performance. The projected results depend on the successful implementation of management’s growth strategies and are based on assumptions and events over which we have only partial or no control. The assumptions underlying such projected information require the exercise of judgment, and may not even occur. As such, the projections are subject to uncertainties due to the effects of economic, business, competitive, regulatory, legislative, and political or other changes.

Our business model has yet to be fully tested. Any failure to implement our strategic plans could have a material adverse effect on our business, harm our reputation and result in substantial liabilities that exceed our resources.

As a new enterprise, we may encounter difficulties that are beyond our control, including substantial risks and expenses when entering new markets, organizing operations and undertaking marketing activities. We may not be able to estimate the demand for our financial service products accurately, which could result in various inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict supply and demand for our products, or if we fail to invest in talent, technologies and capital equipment to meet market demand, we could incur additional costs or experience delays. In addition, we cannot assure you that our business initiative to roll out certain strategic partnerships may prove profitable in the near term or at all. The likelihood of our success must be considered in light of these risks, expenses, complications, delays and the competitive environment in which we operate. We cannot assure you that our business plan will prove successful, and we may not be able to generate significant revenue, raise additional capital or operate profitably.

We intend to continue to make investments in our business, including with respect to our employee base, sales and marketing, development of new products, services, and features; acquisitions; infrastructure; expansion of African operations, and general administration, including legal, finance, and other compliance expenses related to our business. We also plan to continue to invest in the development of new technologies and initiatives, which may not be successful or may not generate sufficient returns to offset the investment. If the costs associated with acquiring and supporting new or larger distributors and strategic partners, attracting and supporting new users and customers, or with developing and supporting embedded insurance products, services and technologies materially increase in the future, including the fees we pay to third parties to advertise our products and services and compliance costs, our expenses may rise significantly. In addition, increases in our seller and distributor base could cause us to incur increased costs because costs associated with new sellers or distributors may be incurred up front, while revenue is recognized in future periods as our products and services are used by end-use customers. If we are unable to generate adequate revenue growth and manage our expenses with respect to our business verticals or our business as a whole, we may incur significant losses and may not maintain profitability on a consistent basis.

We will continue to encounter risks and difficulties frequently experienced by companies in the early commercial stage, including scaling up our infrastructure and headcount, as well as unforeseen expenses, difficulties or delays in connection with our growth. In addition, as a result of the capital-intensive nature of our industry, we expect to continue to incur substantial operating expenses without generating sufficient revenue to cover expenditures in the near term. As such, any investment in us may result in the loss of your investment.

We had negative net cash flows from operating activities in the past and have not been profitable, which may continue in the future.

We incurred net losses of US$0.45 million and US$2.28 million for the fiscal years ended December 31, 2024 and 2025, respectively, and we have not been profitable since our inception. In addition, we had negative net cash used in operating activities of US$0.35 million and US$2.12 million for the fiscal years ended December 31, 2024 and 2025, respectively. We have made significant up-front investments in research and development, service network, and sales and marketing to establish and expand our business. We expect to continue to invest significantly in these areas to grow our business rapidly, and these investments may not result in an increase in revenue or positive cash flow on a timely basis or at all.

We may not be able to generate sufficient revenues, and we may incur substantial losses for a number of reasons, including insufficient demand for our products and services, increasing competition, challenging macroeconomic environment, and other risks discussed herein. We may also incur unforeseen expenses, or encounter difficulties, complications, or delays in generating revenue or achieving profitability. If we fail to achieve profitability, we may have to reduce the scale of our operations, which will impede our business growth.

We may be unable to adequately control the costs associated with our operations.

We will require significant capital to develop and grow our business, including developing and commercializing our digital infrastructure platform, building out our data centers, and building our brand. We expect to incur significant expenses, including research and development expenses, leases, sales and distribution expenses as we build our brand and market embedded insurance solutions, and general and administrative expenses as we scale our operations, which will impact our profitability. Our ability to become profitable in the future will not only depend on our ability to market our embedded insurance and other products and services successfully but also to control our costs. If we are unable to cost-efficiently design, manufacture, market, sell, distribute and service embedded insurance solutions that we collaborate in developing and provide other services, or cost-efficiently participate in the above activities, our margins, profitability and prospects will be materially and adversely affected.

We intend to pursue private financing of debt or equity. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to us, or at all. Our future capital requirements depend on many factors including our growth rate, the continuing market acceptance of our offerings, the timing and extent of spending in research and development our efforts to strengthen our product offerings, the expansion of sales and marketing activities, and the expansion and penetration of our business into different geographies and markets. We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain

credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow.

We might face liability to Xtribe for entering into a Business Combination Agreement with EFGH prior to the termination of our Business Combination Agreement with Xtribe.

On December 17, 2025, we received a letter from counsel for Xtribe P.L.C. alleging that WinVest was in breach of the terms of the WinVest/Xtribe Amended and Restated Business Combination Agreement for engaging in discussions with EFGH prior to the termination of the WinVest/Xtribe agreement. WinVest responded by asserting it had a unilateral right to terminate the Amended and Restated Business Combination Agreement pursuant to the terms of such agreement at any time for over 11 months, and that, in any event, Xtribe suffered no damages due to inability to consummate the transaction. While we believe that WinVest has no liability to Xtribe, there can be no assurance that Xtribe will not commerce litigation seeking damages.

Our business depends on our ability to maintain, protect, and enhance our brands.

We believe that maintaining, promoting, and enhancing the EFGH Digital Wallet, EFGH Racks, ConnectSure, GAT and our other brands, in a cost-effective manner, is critical to achieving widespread acceptance of our products and services and expanding our base of customers. Maintaining and promoting our brands will depend largely on our ability to continue to provide useful, reliable, secure, and innovative products and services, as well as our ability to maintain trust and be a technology leader. We may introduce, or make changes to, features, products, services, privacy practices, or terms of service that customers do not like, which may materially and adversely affect our brands. Our brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brands. If we fail to successfully promote and maintain our brands or if we incur excessive expenses in this effort, our business could be materially and adversely affected.

The introduction and promotion of new products and services, as well as the promotion of existing products and services, may be partly dependent on our visibility on third-party advertising platforms, such as Google or Facebook. Changes in the way these platforms operate or changes in their advertising prices, data use practices or other terms could make the maintenance and promotion of our products and services and our brands more expensive or more difficult. If we are unable to market and promote our brands on third-party platforms effectively, our ability to acquire new customers would be materially harmed.

Harm to our brands can arise from many sources, including failure by us or our partners and service providers to satisfy expectations of service and quality; inadequate protection or misuse of sensitive information; fraud committed by third parties using our products or applications; compliance failures and claims; litigation, regulatory claims, investigations, enforcement actions, settlements or consent orders; errors caused by us or our partners; and misconduct by our partners, service providers, or other counterparties. Even allegations regarding the foregoing may harm our reputation and brands and have an adverse impact on the market price on our common stock. In addition, negative statements about us can cause a decline in the market price of our common stock, divert our management’s attention and resources, and could cause other adverse impacts to our business. Partners and distributors or other third parties with whom we maintain relationships could engage in behavior or use their platforms to communicate directly with our distributors, partners and customers in a manner that reflects poorly on our brands and such behavior or communications may adversely affect us. Further, negative publicity or commentary regarding our commercial partners or other third parties who are, or are perceived to be, affiliated with us may also damage our reputation, even if the negative publicity or commentary is not directly related to us. Any negative publicity about the industries we operate in or our company, the quality and reliability of our products and services, our risk management processes, changes to our products and services, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and information security practices, litigation, regulatory activity, policy positions, and the experience of our distributors and customers with us, our products or services could adversely affect our reputation and the confidence in and use of our products and services. If we do not successfully maintain, protect or enhance our brands, our business could be materially and adversely affected.

Our efforts to expand our product portfolio and market reach, including through acquisitions, may not succeed and may reduce our revenue growth and profitability.

We intend to continue to broaden the scope of products and services we offer. However, we may not be successful in maintaining or growing our revenue, or deriving any significant new revenue streams from these products and services. Failure to successfully broaden the scope of products and services that are attractive may inhibit our growth and harm our business. Furthermore, we expect to continue to expand our markets in the future, and we may have limited or no experience in such newer markets. We cannot assure you that any of our products or services will be widely accepted in any market or that they will grow in revenue or contribute to our profitability. Our offerings may present new and difficult technological, operational, and regulatory risks, and other challenges, and if we experience service disruptions, failures, or other issues, our business may be materially and adversely affected. Our expansion into newer markets may not lead to growth and may require significant investment of financial resources and management time and attention, and we may not be able to recoup our investments in a timely manner or at all. If any of this were to occur, it could damage our reputation, limit our growth, and materially and adversely affect our business.

Our long-term success depends on our ability to develop products and services to address the rapidly evolving market for embedded insurance and financial services, and, if we are not able to implement successful enhancements and new features for our products and services, our business could be materially and adversely affected.

Rapid and significant technological changes continue to confront the industries in which we operate, including developments in omnichannel commerce, proximity payment devices (including contactless payments via NFC technology), digital banking, mobile financial apps, cryptocurrencies, tokenization, blockchain, and AI, including machine learning.

These new and evolving services and technologies may be superior to, impair, or render obsolete the products and services we currently offer or the technologies we currently use to provide them. Our ability to develop new products and services may be inhibited by industry-wide standards, payment card networks, existing and future laws and regulations, resistance to change from our customers, which includes our distributors and their customers, or third parties’ intellectual property rights. Incorporating new technologies into our products and services may require substantial expenditures and take considerable time, and we may not be successful in realizing a return on our efforts in a timely manner or at all.

Our success will depend on our ability to develop new technologies, to adapt to technological changes and evolving industry standards, to incorporate new technologies into our products and services, and to provide products and services that are tailored to specific needs and requirements of our customers. For example, generative AI has become more publicly available and enterprise adoption of generative AI has grown. We have incorporated and expect to continue to incorporate AI features into our products and technologies and our success will depend in part on our ability to do so in a way that is compelling to our customers and cost-effective. It is difficult to predict all of the risks related to the use of AI because laws, rules, directives, and regulations governing the use of AI are evolving rapidly and our ability to develop or use AI may be adversely affected. If we are unable to provide enhancements and new features for our products and services or to develop new products and services that achieve market acceptance or that keep pace with rapid technological developments and evolving industry standards, our business would be materially and adversely affected.

We often rely on third parties, including some of our competitors, for the development of and access to new technologies and development of a robust market for these new products and technologies. Failure to accurately predict or to respond effectively to developments in our industry may significantly impair our business. In addition, because our products and services are designed to operate with a variety of systems, infrastructures, and devices, we need to continuously modify and enhance our products and services to keep pace with changes in technologies. Any failure of our products and services to continue to operate effectively with third-party infrastructures and technologies could reduce the demand for our products and services, result in dissatisfaction of our customers, and materially and adversely affect our business.

EFGH’s business includes commercial arrangements with third-party counterparties, including insurers and other financial services providers. These arrangements may be terminated for convenience or for cause and generally do not include minimum volume or revenue commitments. If a counterparty reduces its level of engagement, delays implementation, or terminates an arrangement, EFGH’s revenues and operating results could be adversely affected.

A portion of EFGH’s revenues may be derived from transaction-based or performance-linked fees. Such revenues are inherently variable and depend on factors beyond EFGH’s control, including customer uptake, pricing, distribution effectiveness, and market conditions.

Acquisitions, strategic investments, new businesses, joint ventures, divestitures, and other transactions we enter into could fail to achieve strategic objectives, disrupt our ongoing operations or result in operating difficulties, liabilities and expenses, harm our business, and negatively impact our results of operations.

In pursuing our business strategy, we routinely conduct discussions and evaluate opportunities for possible strategic partnerships, acquisitions, strategic investments, new businesses, joint ventures, divestitures, and other transactions. As we grow, the pace and scale of our partnerships, investments and acquisitions may increase and may include larger acquisitions than we have done historically. The identification, evaluation, and negotiation of potential acquisition or strategic investment transactions may divert the attention of management and entail various expenses, whether or not such transactions are ultimately completed. There can be no assurance that we will be successful in identifying, negotiating, and consummating favorable transaction opportunities. In addition to transaction and opportunity costs, these transactions involve large challenges and risks, whether or not such transactions are completed, including risks that:

•        the transaction may not advance our business strategy or may harm our growth, profitability, or reputation;

•        we may not be able to secure required regulatory approvals or otherwise satisfy closing conditions for a proposed transaction in a timely manner, or at all;

•        the transaction may subject us to additional regulatory burdens that affect our business in potentially unanticipated and significantly negative ways;

•        we may not realize a satisfactory return on our investment or increase our revenue;

•        we may experience difficulty, and may not be successful in, integrating technologies, IT or business enterprise systems, culture, or management or other personnel;

•        we may incur significant acquisition costs and transition costs, including in connection with the assumption of ongoing expenses;

•        we may not realize the expected benefits or synergies from the transaction in the expected time period, or at all, which may result in impairment charges, costs of winding down acquired operations or other negative impacts to our business;

•        we may be unable to retain key personnel;

•        acquired businesses or businesses that we invest in or partner with may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, including with respect to data privacy, data protection, and cybersecurity, and our due diligence process may not identify compliance issues or other liabilities. Moreover, acquired businesses’ technology stacks may add complexity, resource constraints, and legacy technological challenges that make it difficult and time consuming to achieve such adequate controls, processes, and procedures;

•        we may fail to identify or assess the magnitude of certain liabilities, shortcomings, or other circumstances prior to acquiring, investing in or partnering with a business, which could result in additional financial, legal, regulatory, or tax exposure and may subject us to additional controls, policies, procedures, liabilities, litigation, costs of compliance or remediation, or other adverse effects on our business, operating results, or financial condition;

•        we may have difficulty entering into new market segments or new geographic territories;

•        we may be unable to retain the customers, vendors, and partners of acquired businesses;

•        there may be lawsuits or regulatory actions resulting from the transaction;

•        there may be risks associated with undetected security weaknesses, cyber-attacks, or security breaches or incidents at companies that we acquire or with which we may partner;

•        there may be local and foreign regulations applicable to the international activities of our business and the businesses we acquire; and

•        acquisitions could result in dilutive issuances of equity securities or the incurrence of additional debt.

We may also choose to divest certain businesses or product lines. If we decide to sell assets or a business, we may have difficulty obtaining terms acceptable to us in a timely manner, or at all. Additionally, we may experience difficulty separating out portions of, or entire, businesses, incur loss of revenue or experience negative impact on margins, or we may not achieve the desired strategic and financial benefits. Such potential transactions may also delay achievement of our strategic objectives, cause us to incur additional expenses, disrupt customer or employee relationships, and expose us to unanticipated or ongoing obligations and liabilities, including as a result of our indemnification obligations. Further, during the pendency of a divestiture, we may be subject to risks such as a decline in the business to be divested, loss of employees, customers, or suppliers and the risk that the transaction may not close, any of which would have a material adverse effect on the business to be divested and our retained business. If a divestiture is not completed for any reason, we may not be able to find another buyer on the same terms, and we may have incurred significant costs without any corresponding benefit.

Operating or expanding our business globally subjects us to new challenges and risks.

We offer our services and products in multiple countries and we may continue expanding our business further globally. Expansion, whether in our existing or new global markets, will require additional resources and new or expanded controls, and offering our services and products in new geographic regions often requires substantial expenditures and takes considerable time. We may not be successful enough in these new geographies to recoup our investments in a timely manner or at all. Such expansion, and the ongoing operation of our global business, subject our business to substantial risks, including:

•        difficulty in attracting sellers and customers, or a lack of acceptance of our products and services in new markets;

•        failure to anticipate competitive conditions and competition with service providers or other market-players that have greater experience in the new markets than we do;

•        failure to conform with applicable business customs, including translation into local languages, cultural context, and associated expenses;

•        increased costs and difficulty in protecting intellectual property and sensitive data;

•        changes to or restrictions on the way we do business as compared with our current operations;

•        inability to support and integrate with local third-party service providers;

•        difficulties in staffing and managing foreign operations in an environment of diverse cultures, laws, and customs, challenges caused by distance, language, and cultural differences, and the increased travel, infrastructure, and legal and compliance costs associated with global operations;

•        difficulties in recruiting and retaining qualified employees and maintaining our company culture;

•        difficulty in gaining acceptance and maintaining compliance with industry self-regulatory bodies;

•        compliance with multiple complex, potentially conflicting and changing governmental laws and regulations, including with respect to insurance, payments, privacy, data protection, information security, and tax;

•        compliance with applicable anti-corruption, anti-bribery, and anti-money laundering laws;

•        enactment of or increases in tariffs, sanctions, fines, or other trade restrictions;

•        exchange rate risk;

•        increased exposure to public health issues such as pandemics, and related industry and governmental actions to address these issues; and

•        regional economic and political instability and other geopolitical risks.

As a result of these risks, our efforts to expand our global operations may not be successful, which could limit our ability to grow our business.

Substantial and increasingly intense competition in our markets and industry may harm our business.

We compete in markets characterized by vigorous competition, changing technology, evolving industry standards, changing customer needs, and frequent introductions of new products and services. We expect competition to intensify in the future as existing and new competitors introduce new services or enhance existing services. We compete against many companies to attract customers across our products and services, and some of these companies have greater financial resources and substantially larger bases of customers than we do, which may provide them with significant competitive advantages. These companies may devote greater resources to the development, promotion, and sale of products and services, may achieve economies of scale due to the size of their customer bases, and may more effectively introduce their own innovative products and services that adversely impact our growth. For example, we offer our embedded insurance solutions through our insurance and bank partners. We compete with established banks, neobanks, and other financial technology companies that provide access to similar offerings, some of which have larger established customer bases or provide customers with a different range of offerings than we do. In addition, mergers and acquisitions by, and collaborations between, the companies we compete against may lead to even larger competitors with more resources. If we are unable to differentiate ourselves from and successfully compete with our competitors, our business will be materially and adversely affected.

We may also face pricing pressures from competitors. Some competitors may offer lower prices by cross-subsidizing certain services that we also provide through other products they offer. Such competition may result in the need for us to alter our pricing and could reduce our gross profit. Also, distributors may demand more customized and favorable pricing from us, and competitive pressures may require us to agree to such pricing, reducing our gross profit.

Any adverse change in our cooperation with our business partners could harm our business.

Strategic business relationships are and will continue to be an important factor in the growth and success of our business. We have formed alliances and partnerships with other companies across various industries to support our business initiatives. For example, we have established strategic collaboration with an oil marketing company for the provision of our embedded insurance products. Our ongoing success depends on maintaining these relationships and forging new ones, especially with partners offering key software, hardware, manufacturing, and distribution services. If we are unable to maintain the existing partnerships, or if we fail to identify and negotiate additional ones that are essential to our future expansion or success on favorable terms or at all, we may incur increased costs to develop and provide these capabilities on our own, and our business, results of operations and financial condition could be materially and adversely affected.

Collaboration with third parties is subject to challenges and risks, some of which are beyond our control. For example, certain collaboration agreements have in the past and may in the future contain certain exclusivity provisions which, if triggered, could preclude us from working with other businesses with superior technologies or other preferred business partners.

We could experience delays in the development or delivery of products and services that we collaborated in developing if our business partners do not meet agreed-upon timelines or experience capacity constraints. We could also have disagreements with our business partners in budget or funding for any joint development project. Disputes with business partners, including with respect to intellectual property rights, could arise in the future. Moreover, if our existing collaborations were to be terminated, we may be unable to find alternative ones on terms and conditions acceptable to us in time, or at all. Any of the foregoing could adversely affect our business, results of operations and financial condition.

We rely on third parties and their systems for a variety of services, including the processing of transaction data and settlement of funds to us and our customers, and these third parties’ failure to perform these services adequately or refusal to continue their relationship with us could materially and adversely affect our business.

To provide our products and services, we rely on third parties that we do not control, such as the insurance providers, various financial institution partners, and other partners. We rely on these third parties for a variety of services, including, without limitation, authorizing payout transactions under our various embedded insurance programs and providing information and other elements of our services. We frequently review and assess third-party partners that provide services. Adding or transitioning to new acquiring or issuing third-party providers may significantly disrupt our business or increase our costs. In the event these third parties fail to provide these services adequately, including as a result of financial difficulty or insolvency, errors in their systems, outages or events beyond their control, or refuse to provide these services or renew our agreements with them on terms acceptable to us or at all, and we are not able to find suitable alternatives, our business may be materially and adversely affected.

Our products and services may not function as intended due to errors in our software, hardware, and systems, product defects, or due to security breaches or incidents or human error in administering these systems, which could materially and adversely affect our business.

Our software, hardware, systems, and processes may contain undetected errors or vulnerabilities that could have a material adverse effect on our business, particularly to the extent such errors or vulnerabilities are not detected and remedied quickly. We have from time to time found defects and errors in our customer-facing software and hardware, internal systems, external facing communications, manual processes, and technical integrations with third-party systems, including as a result of ordinary course updates to our software and systems, and new errors or vulnerabilities may be introduced in the future. In connection with any such defects or errors, we may face government inquiries or investigations, claims and litigation, and we may incur additional costs or expenses to remediate the issues.

In addition, we may provide frequent incremental releases of product and service updates and functional enhancements, which increase the possibility of errors. The products and services we intend to provide are designed to process complex transactions and deliver reports and other information related to those transactions, all at high volumes and processing speeds. Any errors, data leaks, security breaches or incidents, disruptions in services, or other performance problems with our products or services caused by external or internal actors could hurt our reputation and damage our and our customers’ businesses. Similarly, security breaches or incidents, which may be caused by or result from cyber-attacks by hackers or others, computer viruses, worms, ransomware, other malicious software programs, security vulnerabilities, employee or service provider theft, misuse or negligence, phishing, identity theft or compromised credentials, denial-of-service attacks, or other causes, could disrupt the proper functioning of our software products or services, cause errors, allow loss or unavailability of, unauthorized access to, or disclosure of, proprietary, confidential or otherwise sensitive data of ours or our customers, and other destructive outcomes.

Additionally, as we are in the embedded insurance space, our Company could be specifically targeted and penetrated or disrupted by hackers and other malicious actors. Because the techniques used to obtain unauthorized access to data, products, and services and to disable, degrade, or sabotage them change frequently and may be difficult to detect or remediate for long periods of time, we and our customers may be unable to anticipate these techniques or implement adequate preventative measures to stop them. If we or our distributors or other customers are unable to anticipate or prevent these attacks, our distributors’ or other customers may be harmed, our reputation could be damaged, and we could incur significant liability.

Our business depends substantially on the continued efforts of our executive officers, key employees and qualified personnel, and our operations may be severely disrupted if we lose their services.

Our success depends substantially on the continued efforts of our executive officers and key employees with expertise in various areas, who are or may in the future assume roles and positions in our affiliated entities or other business entities and may, as a result, not be able to devote their full efforts to our affairs. If one or more of our executive officers or key employees were unable or unwilling to continue their services with us, we may not be able to replace them easily in a timely manner, or at all. As we build up our brand awareness and become more well-known, the risk that competitors or other companies may poach our talent increases.

Our industry is characterized by high demand and intense competition for talent, and therefore, we cannot assure you that we will be able to continue to attract or retain qualified staff or other highly skilled employees. In addition, because we are operating in a new and challenging industry that requires continuous innovations of technologies and solutions, we may not be able to hire qualified individuals with sufficient training in a timely manner, and we will need to spend significant time and resources training the employees we hire. Furthermore, as our Company is relatively young, our ability to train and integrate new employees into our operations may not meet the growing demands of our business, which may materially and adversely affect our ability to grow our business and our results of operations.

If any executive officer or key employee terminates his or her services with us, our business may be severely disrupted, our results of operations and financial condition may be materially and adversely affected, and we may incur additional expenses to recruit, train, and retain qualified personnel. If any executive officer or key employee joins a competitor or forms a competing company, we may lose customers, know-how, and key professionals and staff members.

We need to develop complex technology and operating systems, both in-house and in coordination with vendors and suppliers, to successfully collaborate in producing and operating our digital infrastructure platform and we cannot assure you that such systems will be successfully developed.

Products and services that we collaborate in developing or providing will require a substantial amount of third-party and in-house software and complex hardware to operate. The development of such advanced technologies is inherently complex and costly, and we will need to coordinate with our suppliers in order to produce and operate our product offerings. Defects and errors may be revealed over time and our control over the performance of third-party services and systems may be limited. We may be unable to develop the necessary software and technology systems or meet the technological requirements to support our business plan. In addition, the technology may not comply with the cost, performance useful life and warranty requirements we anticipate in our business plan. As a result, our business plan could be significantly impacted and we may incur significant liabilities under warranty claims which could adversely affect our business, prospects, and results of operations.

Our services must integrate with a variety of operating systems. If we are unable to ensure that our services or hardware interoperate with such operating systems and devices, our business may be materially and adversely affected.

We are dependent on the ability of our products and services to integrate with a variety of operating systems, web browsers, and wired and wireless interfaces to mobile devices that we do not control. Any changes in these systems that degrade the functionality of our products and services, impose additional costs or requirements on us, or give preferential treatment to competitive services, including their own services, could materially and adversely affect usage of our products and services.

Developments in the cryptocurrency market subject us to additional risks.