WINV 8-K
WinVest Acquisition Corp. (WINV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| OTC Markets Group Inc. | ||||
| OTC Markets Group Inc. | ||||
| OTC Markets Group Inc. | ||||
| OTC Markets Group Inc. |
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Item 4.01 – Changes in Registrant’s Certifying Accountant
(a) Former Independent Registered Public Accounting Firm
On October 21, 2025, WinVest Acquisition Corp. (the “Company”) dismissed Marcum LLP / CBIZ (“Marcum”) as the Company’s independent registered public accounting firm, effective immediately.
Marcum’s reports on the Company’s financial statements for the fiscal year ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports expressed substantial doubt regarding the Company’s ability to continue as a going concern.
During the fiscal years audited by Marcum and through the interim period ended October 21, 2025, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter of such disagreements in its reports on the Company’s financial statements.
There were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the disclosure of the material weakness in the Company’s internal control over financial reporting as disclosed in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The Company has provided Marcum with a copy of the disclosures in this Form 8-K and requested that Marcum furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of Marcum’s response letter is filed as an exhibit to this Form 8-K.
(b) New Independent Registered Public Accounting Firm
Effective October 21, 2025, the Company engaged BCRG Group (“BCRG”) as the Company’s new independent registered public accounting firm for the fiscal years ending December 31, 2023, 2024, and 2025.
During the Company’s two most recent fiscal years and through October 21, 2025, neither the Company nor anyone acting on its behalf consulted with BCRG regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor (ii) any matter that was either the subject of a disagreement or reportable event as defined in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | |
| Exhibit 16.1 | Letter from Marcum LLP / CBIZ to the U.S. Securities and Exchange Commission regarding change in certifying accountant. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 24, 2025
| WINVEST ACQUISITION CORP. | ||
| By: | /s/ Manish Jhunjhunwala | |
| Name: | Manish Jhunjhunwala | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Exhibit 16.1
October 24, 2025
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by WinVest Acquisition Corp. under Item 4.01 of its Form 8-K dated October 24, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of WinVest Acquisition Corp. contained therein.
Very truly yours,
| /s/ CBIZ CPAs P.C. | |
| CBIZ CPAs P.C. |