Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

Filed by the Registrant ☒

 

Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

 

☐ Preliminary Proxy Statement

 

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐ Definitive Proxy Statement

 

☒ Definitive Additional Materials

 

☐ Soliciting Material under §240.14a-12

 

WinVest Acquisition Corp.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

☒ No fee required.

 

☐ Fee paid previously with preliminary materials.

 

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

 

 

 

 

 

 

 

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): May 29, 2024

 

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 8.01 Other Events.

 

On May 28, 2024, WinVest Acquisition Corp. (the “Company”) received a redemption report from Continental Stock Transfer and Trust Company (the “Transfer Agent”) indicating that, as of May 28, 2024, the holders of 725,790 shares of the Company’s common stock had properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.22 per share.

 

On May 29, 2024, the Company determined to postpone the special meeting of stockholders (the “Special Meeting”) originally scheduled for Thursday, May 30, 2024, at 11:00 a.m., Eastern Time, to allow additional time for the Company to engage with its stockholders and solicit redemption reversals.

 

The Special Meeting will now be held on Monday, June 3, 2024, at 11:00 a.m., Eastern Time. There is no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Special Meeting. The live-webcast for the Special Meeting will be available by visiting https://www.cstproxy.com/winvestacquisition/2024/.

 

If approved by the Company’s stockholders at the Special Meeting, the Extension Amendment Proposal included in the definitive proxy statement for the Special Meeting, as previously filed with the Securities and Exchange Commission on May 13, 2024, would allow the Company to amend its 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 June 17, 2024 (the “Current Termination Date”) to July 17, 2024 (the “Charter Extension Date”), and would 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 December 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 $30,000 to be deposited into the trust account (the “Trust Account”) established in connection with the Company’s initial public offering for each such extension.

 

 

 

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: May 30, 2024

 

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

 

 

 

---