WinVest Acquisition Corp. Files 8-K on Material Agreements

TL;DR

WINV filed an 8-K detailing new agreements and financial obligations.

AI Summary

WinVest Acquisition Corp. filed an 8-K on June 14, 2024, reporting on several material events. These include entering into a material definitive agreement, creating a direct financial obligation, and amendments to its articles of incorporation or bylaws. The filing also includes a Regulation FD disclosure and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial obligations for WinVest Acquisition Corp., which could impact its investors and future business operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry risks that need further investigation.

Key Players & Entities

• WinVest Acquisition Corp. (company) — Filer of the 8-K report
• 0001493152-24-023875 (document_id) — Accession number for the filing
• 20240614 (date) — Filing date of the 8-K

FAQ

Key Financial Figures

• $0.0001 — ck Market LLC Common Stock, par value $0.0001 per share WINV The Nasdaq Stock Mar
• $180,000 — signees would lend to the Company up to $180,000 to be deposited into the trust account
• $30,000 — count, if any. The Company has caused $30,000 to be deposited into the Trust Account

Filing Documents

• form8-k.htm (8-K) — 65KB
• ex3-1.htm (EX-3.1) — 29KB
• ex10-1.htm (EX-10.1) — 30KB
• ex10-2.htm (EX-10.2) — 36KB
• ex99-1.htm (EX-99.1) — 9KB
• 0001493152-24-023875.txt ( ) — 423KB
• winv-20240612.xsd (EX-101.SCH) — 4KB
• winv-20240612_def.xml (EX-101.DEF) — 27KB
• winv-20240612_lab.xml (EX-101.LAB) — 37KB
• winv-20240612_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 8KB

From the Filing

UNITED 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): June 12, 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: (617) 658-3094 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 1.01. Entry into a Material Definitive Agreement. Promissory Note As disclosed in the definitive proxy statement filed by WinVest Acquisition Corp. (the "Company") with the Securities and Exchange Commission (the "SEC") on May 13, 2024 (the "Proxy Statement"), relating to a special meeting of stockholders (the "Extension Meeting"), WinVest SPAC LLC, the Company's sponsor (the "Sponsor"), agreed that if the Extension Amendment Proposal (as defined below) was approved at the Extension Meeting, it or one or more of its affiliates, members or third-party designees would lend to the Company up to $180,000 to be deposited into the trust account (the "Trust Account") established in connection with the Company's initial public offering (the "IPO"). On June 3, 2024, the stockholders of the Company approved the Extension Amendment Proposal at the Extension Meeting. Accordingly, on June 12, 2024, the Company issued an unsecured promissory note in the principal amount of $180,000 (the "Note") to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $180,000 in connection with the extension of the date (the "Termination Date") by which the Company must consummate an initial business combination ("Business Combination") . The Note does not bear interest and matures upon the earlier of (a) the closing of a Business Combination and (b) the Company's liquidation. In the event that the Company does not consummate a Business Combination, the Note will be repaid only from amounts remaining outside of the Trust Account, if any. The Company has caused $30,000 to be deposited into the Trust Account in connection with the first drawdown under the Note pursuant to the extension of the Termination Date to July 17, 2024 (the "Charter Extension Date"), and will cause an additional $30,000 to be deposited into the Trust Account for each subsequent Extension (as defined below) that is needed by the Company to complete a Business Combination. Such amounts will be distributed either to: (i) all of the holders of shares of the Company's common stock, par value $0.0001 per share, issued as part of the units sold in the IPO (the "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. The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. Trust Agreement Amendment At the Extension Meeting, the Com

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