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): November 30, 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On November 30, 2023, WinVest Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Extension Meeting”) to approve (i) an amendment to the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) to extend the date (the “Termination Date”) by which the Company must consummate an initial business combination (a “Business Combination”) from December 17, 2023 (the “Current Termination Date”) to January 17, 2024 (the “Charter Extension Date”), and to allow the Company, 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 the Charter Extension Date, by resolution of the Company’s board of directors, if requested by WinVest SPAC LLC, and upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2024, or a total of up to six months after the Current Termination Date, unless the closing of the Company’s Business Combination shall have occurred prior thereto, by causing $55,000 to be deposited into the Trust Account for each such extension (the “Extension Amendment Proposal”), (ii) an amendment to the Investment Management Trust Agreement (the “Trust Agreement,” and such amendment the “Trust Agreement Amendment”), dated as of September 14, 2021, by and between the Company and Continental Stock Transfer and Trust Company (“Continental”), to extend the date (the “Liquidation Date”) on which Continental must liquidate the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”) from December 17, 2023 to January 17, 2024, and to allow the Company, without another stockholder vote, to further extend the Liquidation Date up to five times, for up to an additional one month each time, from January 17, 2024 to June 17, 2024 (the “Trust Amendment Proposal”), and (iii) a proposal to adjourn the Extension Meeting, if necessary, in the event there were insufficient shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), represented to constitute a quorum at the Extension Meeting or approve the Extension Amendment Proposal and the Trust Amendment Proposal (the “Adjournment Proposal”), each as more fully described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on November 13, 2023.

 

Holders of 3,655,730 shares of Common Stock held of record as of November 7, 2023, the record date for the Extension Meeting, were present in person or by proxy, representing approximately 88.3% of the voting power of the shares of Common Stock issued and outstanding as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.

 

The voting results for the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal were as follows:

 

The Extension Amendment Proposal

 

For		Against		Abstain
3,529,665		126,065		0

 

The Trust Amendment Proposal

 

For		Against		Abstain
3,529,665		126,065		0

 

The Adjournment Proposal

 

For		Against		Abstain
3,529,665		126,065		0

 

In connection with the vote to approve the Extension Amendment, the holders of 122,306 shares of Common Stock issued as part of the units sold in the IPO (“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 approximately $1,322,518.40. Following such redemptions, approximately $12,360,809.76 was left in trust and 1,143,123 Public Shares remained outstanding.

 

 

 

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: December 6, 2023

 

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

 

Cover	Nov. 30, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 30, 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 1/2 of a share of Common Stock
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 one-fifteenth of one share of Common Stock
Title of 12(b) Security	Rights to acquire one-fifteenth of one share of Common Stock
Trading Symbol	WINVR
Security Exchange Name	NASDAQ

---