Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 14, 2023

 

WINVEST ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40796‌		86-2451181‌
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

125 Cambridgepark Drive, Suite 301

Cambridge, Massachusetts

02140

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: [phone]

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐‌	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐‌	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐‌	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐‌	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Common Stock, one redeemable Warrant, and one right		WINVU		The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share		WINV		The Nasdaq Stock Market LLC
Warrants to acquire 1/2 of a share of Common Stock		WINVW		The Nasdaq Stock Market LLC
Rights to acquire one-fifteenth of one share of Common Stock		WINVR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.

 

As previously disclosed, on June 13, 2023, WinVest Acquisition Corp. (the “Company”) issued an unsecured promissory note in the principal amount of $390,000 (the “Promissory Note”) to WinVest SPAC LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to $390,000 in connection with the extension of the date (the “Termination Date”) by which the Company must consummate an initial business combination (“Business Combination”). The Promissory Note does not bear interest and matures upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation. The principal of the Promissory Note may be drawn down from time to time in up to six equal amounts of $65,000, such amount representing approximately $0.051 per unredeemed Public Share (as defined below). In the event that the Company does not consummate a Business Combination, the Promissory Note will be repaid only from amounts remaining outside of the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”), if any. Upon the consummation of a Business Combination, the Sponsor may elect to convert any portion or all of the amount outstanding under the Promissory Note into private warrants (each, a “Private Warrant”) to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a conversion price of $0.50 per Private Warrant. Such Private Warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO.

 

On September 14, 2023, the Company effected the fourth drawdown of $65,000 under the Promissory Note and caused the Sponsor to deposit such sum into the Trust Account in connection with the extension of the Termination Date from September 17, 2023 to October 17, 2023. Such amounts will be distributed either to: (i) all of the holders of shares of Common Stock issued as part of the units sold in the IPO (“Public Shares”) upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of a Business Combination.

 

Item 7.01. Regulation FD Disclosure.

 

On September 14, 2023, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein, announcing the extension of the Termination Date from September 17, 2023 to October 17, 2023.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
‌99.1		Press Release, issued September 14, ‌2023 (furnished pursuant to Item 7.01).
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: September 14, 2023

 

	WINVEST‌ ACQUISITION CORP.
	By:	/s/ Manish‌ Jhunjhunwala‌
	Name:	Manish Jhunjhunwala‌
	Title:	Chief Executive Officer and Chief Financial Officer

 

 

Exhibit 99.1

 

WinVest Acquisition Corp. Announces Extension of Termination Date and Additional Contribution to Trust Account to Extend Termination Date

 

Cambridge, MA, September 14, 2023 — WinVest Acquisition Corp. (NASDAQ: WINV, the “Company”), a special purpose acquisition company, announced today that its Board of Directors (the “Board”) has approved an extension of the period of time available to the Company to consummate an initial business combination by one month from September 17, 2023 to October 17, 2023 (the “Termination Date”), as permitted under the Company’s Amended and Restated Certificate of Incorporation, as amended. The purpose of the extension is to provide additional time for the Company to complete an initial business combination.

 

In connection with the extension, $65,000 (representing approximately $0.051 per unredeemed share of common stock issued in the Company’s initial public offering) will be deposited into the trust account established in connection with the Company’s initial public offering pursuant to the Company’s fourth drawdown upon an unsecured promissory note in the aggregate principal amount of $390,000 issued by the Company to WinVest SPAC LLC (the “Sponsor”) on June 13, 2023. The promissory note bears no interest and is convertible at the option of the Sponsor upon the consummation of an initial business combination into private warrants to purchase shares of the Company’s common stock at a conversion price of $0.50 per private warrant. Such private warrants will be identical to the private placement warrants issued to the Sponsor at the time of the Company’s initial public offering.

 

The Board may elect to further extend the Termination Date on a monthly basis until December 17, 2023, upon the deposit of an additional $65,000 into the trust account per monthly extension.

 

About WinVest Acquisition Corp.

 

WinVest Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

 

Forward-Looking Statements

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including statements about the successful consummation of the Company’s initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from those contemplated by the forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering and other reports filed with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

 

Contact:

 

WinVest Acquisition Corp.

Manish Jhunjhunwala

[phone]

 

Cover	Sep. 14, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 14, 2023
Entity File Number	001-40796
Entity Registrant Name	WINVEST ACQUISITION CORP.
Entity Central Index Key	0001854463
Entity Tax Identification Number	86-2451181
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	125 Cambridgepark Drive
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02140
City Area Code	(617)
Local Phone Number	658-3094
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Common Stock, one redeemable Warrant, and one right
Title of 12(b) Security	Units, each consisting of one share of Common Stock, one redeemable Warrant, and one right
Trading Symbol	WINVU
Security Exchange Name	NASDAQ
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	WINV
Security Exchange Name	NASDAQ
Warrants To Acquire 12 Of Share Of Common Stock [Member]
Title of 12(b) Security	Warrants to acquire 1/2 of a share of Common Stock
Trading Symbol	WINVW
Security Exchange Name	NASDAQ
Rights To Acquire Onefifteenth Of One Share Of Common Stock [Member]
Title of 12(b) Security	Rights to acquire one-fifteenth of one share of Common Stock
Trading Symbol	WINVR
Security Exchange Name	NASDAQ

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