WINV 10-K & 10-Q changes, risk factors and insider trading

If we are unable to consummate our Initial Business Combination, our public stockholders may be forced to wait until JuneSeptember 17, 2025 2026 (if we extend the period of time to consummate a business combination by the full amount of time) before receiving distributions from the Trust Account.

We have until JuneSeptember 17, 20252026 (if we extend the period of time to consummate a business combination by the full amount of time) to consummate consummate our Initial Business Combination. We may not be able to find a suitable target business and consummate our Initial Business Combination within such time period. Our ability to complete our Initial Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. We have no obligation to return funds to investors prior to such date unless we consummate our Initial Business Combination prior thereto or we seek to amend our Certificate of Incorporation prior to the consummation of our Initial Business Combination and only then in cases where investors have sought to convert their shares. Only after the expiration of this full time period will holders of our Common Stock be entitled to distributions from the Trust Account if we are unable to complete our Initial Business Combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate an investment, public security holders may be forced to sell their shares of Common Stock or Warrants, potentially at a loss.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” if we are unable to complete a business combination by JuneSeptember 17, 20252026 (as such date may be extended pursuant to the terms of our Certificate of Incorporation), our Certificate of Incorporation provides that we must cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going concern.

Our Current Charter provides that it will continue in existence only until JuneSeptember 17, 2025.2026. If we are unable to consummate a transaction within the required time period and do not extend the Termination Date pursuant to the Charter Extension Amendment approved by our stockholders at the DecemberMarch 20242026 Extension Meeting, upon notice from us, the trustee of the Trust Account will distribute the amount in our Trust Account to our public stockholders. Concurrently, we shall pay, or reserve for payment, from funds not held in trust, our liabilities and obligations, although we cannot assure you that there will be sufficient funds for such purpose. However, we may not properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from our stockholders amounts owed to them by us.

If we have not completed our Initial Business Combination by JuneSeptember 17, 20252026 (if we extend the period of time to consummate a business combination by the full amount of time), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Stock for a pro rata portion of the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of Common Stock and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. We may not properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from our stockholders amounts owed to them by us.

A potential target may make it a closing condition to our Initial Business Combination that we have a certain amount of cash available at the time of closing. If the number of our public stockholders electing to exercise their conversion rights has the effect of reducing reducing the amount of money available to us to consummate an Initial Business Combination below such minimum amount required by the target business and we are not able to locate an alternative source of funding, we will not be able to consummate such Initial Business Combination and we may not be able to locate another suitable target within the applicable time period, if at all. In that case, public stockholders may have to remain stockholders of our company and wait until JuneSeptember 17, 20252026 in order to be able to receive a portion of the Trust Account, or attempt to sell their shares in the open market prior to such time, in which case they may receive less than they would have in a liquidation of the Trust Account.

We may not hold an annual meeting of stockholders until after the consummation of our Initial Business Combination. Our failure to hold an annual meeting of stockholders may result in our securities being delisted.

Additionally, underUnder Section 211(b) of the Delaware General Corporation Law, we are required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting. We have not held an annual meeting of stockholders to date, and it is unlikely that there will be an annual meeting of stockholders to elect new directors prior to the consummation of our Initial Business Combination. Accordingly, we are not currently and may not in the future be in compliance with Section 211(b) of the Delaware General Corporation Law, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our Initial Business Combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the Delaware General Corporation Law.

We can provide no assurances that an Initial Business Combination will be consummated prior to JuneSeptember 17, 2025.2026. Our ability to consummate consummate an Initial Business Combination is dependent on a variety of factors, many of which are beyond our control. In connection with the votes to approve the Extension Amendments, the holders of an aggregate of 11,241,22211,279,964 shares of our Public Stock properly exercised their right to redeem their shares for an aggregate redemption amount of approximately $116.2$116 million since the Company’s inception. We will be required to offer stockholders redemption rights again in connection with any stockholder vote to approve an Initial Business Combination. Even if an Initial Business Combination is approved by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate an Initial Business Combination on commercially acceptable terms, or at all. Other than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our Public Stock on the open market. The price of our Public Stock may be volatile, and there can be no assurance that stockholders will be able to dispose of their Public Stock at favorable prices, or at all.

We have until JuneSeptember 17, 20252026 (if we extend the period of time to consummate a business combination by the full amount of time) to complete complete our Initial Business Combination. Any potential target business with which we enter into negotiations concerning a business combination combination will be aware of this requirement. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete a business combination with that particular target business, we may be unable to complete a business combination with any other target business. This risk will increase as we get closer to the time limit referenced above. In addition, we may have limited time to conduct due diligence and may enter into our Initial Business Combination on terms that we would have rejected upon a more comprehensive investigation.

We arewere required by the Nasdaq Listing Rules to consummate an Initial Business Combination within 36 months of the effectiveness of our Initial Initial Public Offering registration statement. As a result of our failure to consummate an Initial Business Combination within this time period, our securities couldwere be subject to delisting.delisted.

Pursuant to IM-5101-2(b) of the Nasdaq Listing Rules, we mustwere required to consummate an Initial Business Combination within 36 months of the effectiveness effectiveness of our Initial Public Offering registration statement, or by September 14, 2024 (the “Nasdaq Deadline”). We did not complete our Initial Business Combination prior to the Nasdaq Deadline. As a result, we arewere in violation of Nasdaq IM-5101-2.

As previously reported, on September 17, 2024, we received a written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that we had failed to comply with Nasdaq Listing Rules IM-5101-2. On September 24, 2024, we timely requested a hearing before the Panel to appeal the Notice. Our hearing before the Panel was held on November 12, 2024. On December 17, 2024, we received a written notice from the Office of General Counsel of Nasdaq informing us that the Panel had granted the Company’s request to continue its listing on Nasdaq until March 17, 2025 (the “Nasdaq Extension Date”). The Panel’s decision allowsallowed our securities to remain listed on Nasdaq through the Nasdaq Extension Date, provided that we complycomplied with certain conditions, including that we will have completed our Initial Business Combination on or before the Nasdaq Extension Date, and that the combined company will have demonstrated compliance with all applicable requirements for an initial listing on Nasdaq.

Nasdaq mayhas delistdelisted our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities securities and subject us to additional trading restrictions.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Common Stock, Units, Rights and Warrants Warrants are no longer listed on Nasdaq, they currentlydo not qualify as covered securities under such statute. IfThus, we were no longer listed on Nasdaq,as our securities do would not qualify as covered securities under such statute and we wouldmay be subject to regulation in each state in which we offer our securities.

During the preparation of the Company’s financial statements as of and for the year ended December 31, 2024, the Company identified a material weakness in its internal control over financial reporting related to its Trust Account withdrawals. In 2023, the Company withdrew $898,940 of interest and dividend income earned in the Trust Account, which was restricted for payment of the Company’s tax liabilities as provided in the Company’s Certificate of Incorporation. In the period ended March 31, 2024, the Company withdrew $40,050 of interest and dividend income earned in the Trust Account and received a tax refund of $104,305 that was previously paid with the interest and dividend income earned on the Trust Account. During the year ended December 31, 2024, a portions of these funds were inadvertently used for the payments of general operating expenses. Such amounts were disbursed without appropriate review and approval to ensure that the disbursements were made in accordance with the Trust Agreement. As a result of this issue, management concluded that a material weakness exists in our internal control over financial reporting related to the review and approval of cash disbursements. Please refer to Item 9A in this report for additiona information regarding our internal controls over financial reporting.

In connection with the approval of the November 2023 Extension Amendment on November 30, 2023, on December 13, 2023, we issued an unsecured promissory note in the principal amount of $330,000 (the “Third Extension Note”) to our Sponsor, pursuant to which our Sponsor agreed to loan us up to $330,000 in connection with the extension of the Termination Date. The Third Extension Note does not bear interest and matures upon the earlier of (a) the closing of an Initial Business Combination and (b) our liquidation. In the event that we do not consummate an Initial Business Combination, the Third Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. The balance on the Third Extension Note as of December 31, 20242025 and 20232024 was $330,000 and $55,000, respectively.$330,000.

On May 9, 2024, we entered into a Business Combination Agreement (the “Original Business Combination Agreement”), by and among WinVest, WinVest Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest, WinVest Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest, Xtribe P.L.C., a public limited company incorporated and registered in England and Wales with number 07878011 (“Xtribe PLC”), and Xtribe Group, LLC, a Delaware limited liability company and wholly-owned subsidiary of Xtribe PLC. On September 16, 2024, we entered into an Amended and Restated Business Combination Agreement (the “A&R Business Combination Agreement”), by and among WinVest, WinVest (BVI) Ltd., a British Virgin Islands business company registered with company number 2157117 and a wholly owned subsidiary of WinVest, Xtribe PLC and Xtribe (BVI) Ltd., a British Virgin Islands business company registered with company number 2157137 and a wholly-owned subsidiary of Xtribe PLC (together with Xtribe PLC, “Xtribe”), which amends and restates the Original Business Combination Agreement in its entirety. The A&R Business Combination Agreement and the transactions contemplated therein were approved by our board of directors and the board of directors of Xtribe PLC. However, as of the date of the filing, the proposed business combination with Xtribe had been terminated.

Following the approval of the June 2024 Extension Amendment on June 3, 2024, on June 12, 2024, we issued an unsecured promissory note in the principal amount of $180,000 (the “Fourth Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan us up to $180,000 in connection with the extension of the Termination Date. The Fourth Extension Note does not bear interest and matures upon the earlier of (a) the closing of an Initial Business Combination and (b) our liquidation. In the event that we do not consummate an Initial Business Combination, the Fourth Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. The balance on the Fourth Extension Note as of December 31, 20242025 and 20232024 was $180,000 and $0, respectively.$180,000.

On January 31, 2025, we issued an unsecured promissory note to the Sponsor (the “January 2025 Promissory Note”), pursuant to which we may borrow up to an aggregate principal amount of $1,000,000. The January 2025 Promissory Note does not bear interest and matures upon the closing of the Initial Business Combination. In the event that the Company does not consummate an Initial Business Combination, the January 2025 Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. Through the date of this report, we have effected drawdowns of $9,500 under the January 2025 Promissory Note.

Through the date of this report, we have effected drawdowns of $1,740,000 under the ExtensionCompany Notes and caused such sums to behas deposited $2,130,000 into the Trust Account in connection with the extensionsix ofdrawdowns under the TerminationFirst Extension DateNote, fromsix Decemberdrawdowns 17,under 2022Second toExtension MarchNote, 17,six 2025.drawdowns under the Third Extension Note, six drawdowns under the Forth Extension Note, six drawdowns under the Fifth Extension Note, three drawdowns under the Sixth Extension Note, six drawdowns under the Seventh Extension Note and one drawdown under the eighth extension note (collectively the “Extension Notes”). Such amounts will be distributed either to: (i) all ofthe the holders of Public StockShares upon ourthe Company’s liquidation or (ii) holders of Publicsuch Stock shares who elect to have their shares redeemed in connection with (a) a vote to approve certain specified amendments to the Company’s Certificate of Incorporation or (b) the consummation of an Initial Business Combination. As of December 31, 2025 and December 31, 2024, $2,040,000 and $1,680,000, respectively, was outstanding under the Extension Notes.

If the weCompany areis unable to consummate an Initial Business Combination withinby the allottedTermination timeDate, period,the weCompany will, as promptly as possible but not more than ten business days thereafter, redeem 100% of ourthe outstanding Public StockShares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay ourfor dissolution expenses), and then seek to dissolve and liquidate. However, wethe Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of ourthe public stockholders. In the event of our dissolution and liquidation, the Rights (as defined below) andRights, Public Warrants and Private Placement Warrants will expire and will be worthless.

All activities through December 31, 2024,2025, were related to our organizational activities, preparation for our Initial Public Offering, and, after our Initial Public Offering, identifying a target company for an Initial Business Combination and working to consummate our Initial Business Combination with Xtribe.Xtribe (which has been terminated). We will not generate any operating revenues until after completion of our Initial Business Combination. Subsequent to our Initial Public Offering on September 17, 2021, we generate non-operating income in the form of interest on cash and cash equivalents held in the Trust Account, and prior to the liquidation of the money market funds held in the Trust Account in January 2025, we generated dividend income on such money market funds. We incur ongoing expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance, as well as for due diligence expenses.

For the year ended December 31, 2024,2025, our net loss was $1,414,690 and expenses from operating activities were $1,500,541, as compared to a net loss of $2,231,950 and expenses from operating activities were $2,572,890, as compared to a net loss of $1,147,608 and expenses from operating activities of $1,764,719$2,572,890 for the year ended December 31, 2023.2024. These increases decreases were mainly due to ana increasedecrease in legal and professional fees for the years ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, due to efforts being made to complete our Initial Business Combination with Xtribe.Xtribe (which has been terminated). We intend to use our operating cash held outside the Trust Account primarily to evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an Initial Business Combination.

The accompanying financial statements have been prepared on the basis that we will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2024,2025, we had not commenced any operations. All activity for the years ended December 31, 2024,2025, and 20232024 relates to identifying a target company for an Initial Business Combination and working to consummate our Initial Business Combination with Xtribe. We will not generate any operating revenues until after the completion of the Initial Business Combination, at the earliest. We generate non-operating income in the form of interest on cash and cash equivalents held in the Trust Account, and prior to the liquidation of the money market funds held in the Trust Account in January 2025, we generated dividend income on such money market funds. Our ability to commence operations is contingent upon consummating an Initial Business Combination. We currently have until March April 17, 20252026 to consummate our Initial Business Combination, which is 42 months from the closing of our Initial Public Offering. We will not be able to consummate our Initial Business Combination by March 17, 2025.Combination.

Management’s plan to address the March April 17, 20252026 liquidation is to extend the liquidation period by one month increments by depositing $30,000 into the Trust Account each month for a total of up to threefive additional months to extend the liquidation period to JuneSeptember 17, 2025 from March 17, 2025. Management intends to close its Initial Business Combination with Xtribe by June 17, 2025.2026.

Accordingly, the The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As of the date of this filing, we had not commenced core operations. All activity for the period from March 1, 2021 (inception) through MarchJune 31,30, 2026, related to our formation, raising funds through our Initial Public Offering, identifying a target company for an Initial Business Combination and working to consummate our Initial Business Combination. We will not generate any operating revenues until after the completion of the Initial Business Combination, at the earliest. We generate non-operating income in the form of interest on cash and cash equivalents held in the Trust Account, and prior to the liquidation of the money market funds held in the Trust Account in January 2025, we generated dividend income on such money market funds.

Through the date of this report, the Company has deposited $2,190,000$2,280,000 into the Trust Account in connection with six drawdowns under the First Extension Note, six drawdowns under Second Extension Note, six six drawdowns under the Third Extension Note, six drawdowns under the Forth Extension Note, six drawdowns under the Fifth Extension Note, Note, three drawdowns under the Sixth Extension Note, six drawdowns under the Seventh Extension Note and threesix drawdowns under the eighth extension note (collectively the “Extension Notes”). Such amounts will be distributed either to: (i) all the holders of Public Shares upon the Company’s liquidation or (ii) holders of such shares who elect to have their shares redeemed in connection with (a) a vote to approve certain specified amendments to the Company’s Certificate of Incorporation or (b) the consummation of an Initial Business Combination. As of MarchJune 31,30, 2026 and December 31, 2025, $2,130,000$2,220,000 and $2,040,000, respectively, was outstanding under the Extension Notes.

All activities through MarchJune 31,30, 2026 were related to our organizational activities, preparation for our Initial Public Offering, and, after our Initial Public Offering, identifying a target company for an Initial Business Combination and working to consummate our Initial Business Combination. We will not generate any operating revenues until after completion of our Initial Business Combination. Subsequent to our Initial Public Offering on September 17, 2021, we generate non-operating income in the form of interest on cash and cash equivalents held in the Trust Account, and prior to the liquidation of the money market funds held in the Trust Account in January 2025, we generated dividend income on such money market funds. There has been no significant change in our trading position and no material adverse change has occurred since the date of our audited financial statements. We incur ongoing expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance, as well as for due diligence expenses.

For the threesix months ended MarchJune 31,30, 2026, our net loss was $166,306$275,598 and expenses from operating activities were $182,989,$308,303, as compared to a a net loss of $708,544$1,000,101 and expenses from operating activities of $730,258$1,044,175 for the threesix months ended MarchJune 31,30, 2025. These decreases were were mainly due to a decrease in legal and professional fees for the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended March 31,June 30, 2025 due to efforts being made to complete our Initial Business Combination in the prior year. We intend to use our operating cash cash held outside the Trust Account and any funds that we may borrow under promissory notes issued to our Sponsor primarily to evaluate target target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective prospective target businesses, and structure, negotiate and complete an Initial Business Combination.

As of MarchJune 31,30, 2026, we had $49,845$1,516 in our operating bank account and a working capital deficit of $7,811,677,$8,028,823, as compared to $111 in our operating bank account and a working capital deficit of $7,693,418 as of December 31, 2025. Our liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from advances from a related party, our Sponsor, and from the issuance of Common Stock. Subsequent to the consummation of the Initial Public Offering, liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, the proceeds from our Sponsor’s purchase of Private Placement Warrants held outside of our Trust Account and loans from the Sponsor. We believe we will need to access additional liquidity in order to consummate an Initial Business Combination.

On March 16, 2021, we issued an unsecured promissory note to the Sponsor, which note was amended on March 27, 2022 (the “March 2021 Promissory Note”), pursuant to which we may borrow up to an aggregate principal amount of $300,000, of which $300,000 was outstanding under the March 2021 Promissory Note as of MarchJune 31,30, 2026 and December 31, 2025. The March 2021 Promissory Note is non-interest bearing and payable on the date on which we consummate an Initial Business Combination. The Sponsor may elect to convert any portion or all of the amount outstanding under the March 2021 Promissory Note into warrants to purchase shares of our Common Stock at a conversion price of $0.50 per warrant, with each warrant entitling the holder thereof to acquire one-half share of Common Stock at an exercise price of $11.50 per whole share, commencing on the date of our Initial Business Combination. No such conversions have yet occurred. During 2023, we effected drawdowns of $300,000 under the March 2021 Promissory Note. These amounts remain outstanding as of MarchJune 31,30, 2026. The purpose of each drawdown is for the payment of expenses associated with operations and those necessary to initiate an Initial Business Combination.

The accompanying financial statements have been prepared on the basis that we will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of MarchJune 31,30, 2026, we had not commenced any operations. All activity since inception relates to identifying a target company for an Initial Business Combination and working to consummate our Initial Business Combination. We will not generate any operating revenues until after the completion of the Initial Business Combination, at the earliest. We generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, and prior to the liquidation of the money market funds held in the Trust Account in January 2025, we generated dividend income on such money market funds. Our ability to commence operations is contingent upon consummating an Initial Business Combination. We currently have until MaySeptember 17, 2026 to consummate our our Initial Business Combination, which can be extended to September 17, 2026, assuming the extension requirements are met.Combination. Our plan to address the MaySeptember 17, 2026 liquidation is to extend as needed to provide sufficient time to consummate our Initial Business Combination.

To the extent we are unable to consummate an Initial Business Combination, we will need to pay the costs of liquidation from our current available funds outside the Trust Account, including the approximate amount of $786,844 still available to us under the January 2025 Promissory Note as of MarchJune 31,30, 2026, and from up to $100,000 of interest income on the balance of the Trust Account (net of income and other tax obligations) that may be released to us to pay for dissolution expenses. If such funds are insufficient, our Sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses. Based on these circumstances, management has determined that there is substantial doubt about our ability to continue as a going concern due to insufficient liquidity, the uncertainty of liquidity requirements and the mandatory liquidation date within one year.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of MarchJune 31,30, 2026, other than an agreement to pay our Sponsor a monthly fee of $10,000 for office space, secretarial, and administrative support services provided to the Company. We began incurring these fees on September 14, 2021 and will continue to incur these fees monthly until the earlier of the completion of an Initial Business Combination or the Company’s liquidation.

As of MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303 of Regulation S-K. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.