Embed Financial Group Cayman Holdings (EFGH), a Singapore-headquartered Finternet infrastructure company operating across emerging markets in Africa and Asia, announced Wednesday that it has entered into a definitive business combination agreement (BCA) with WinVest Acquisition Corp. (WinVest), a publicly traded special purpose acquisition company.
EFGH said in a statement that the proposed transaction values EFGH at a pro forma enterprise value of approximately $425 million.
Upon the closing of the proposed business combination, WinVest Holdings Corp., a newly formed Cayman Islands holding company which is expected to be renamed Embed Financial Global Holdings (Pubco), shall become the parent of the combined company.
EFGH builds digital infrastructure for the “Finternet”, enabling embedded financial services such as insurance, remittances, credit and digital wallets for underserved consumers and small and medium enterprises (SMEs).
The company develops and deploys digital platforms that connect government agencies, telecom companies, financial institutions and SMEs to faster and more efficient financial rails.
Since its inception in 2024, EFGH has expanded operations into eight African and four Asian countries, supported by partnerships with government entities and enterprise platforms.
“We are excited to mark this major milestone for EFGH,
“A Nasdaq listing will accelerate our mission to build the Finternet for underserved consumers and SMEs across Africa and Asia,” said Dennis Ng, Founder, Executive Chairman and Group Chief Executive Officer of EFGH.
Manish Jhunjhunwala, Chief Executive Officer of WinVest, said EFGH’s work to broaden access to the Finternet is inspiring and aligns with the firm’s mission.
“We’re delighted to partner with them on this transaction,” he added.
Under the terms of the business combination agreement, WinVest Merger Sub I Limited, a wholly-owned subsidiary of Pubco, will merge with and into EFGH, with EFGH continuing as the surviving company in the merger and becoming a wholly-owned subsidiary of Pubco.
Separately, WV Merger Sub II Corp., another wholly-owned subsidiary of Pubco, will merge with and into WinVest, with WinVest continuing as the surviving entity in the merger and becoming a wholly-owned subsidiary of Pubco.
The shareholders of EFGH shall receive an aggregate of 42.5 million shares of Pubco in exchange for their shares of EFGH, and the equityholders of WinVest will receive substantially equivalent securities of Pubco in exchange for their shares of EFGH.
Following the foregoing steps, Pubco will directly own both EFGH and WinVest, and is expected to be the publicly traded parent company of the combined group.
Following completion of the transaction, Dennis Ng will continue to serve as Executive Chairman and Group Chief Executive Officer of the combined company.