WinVest Acquisition Corp. Files 8-K with Material Agreement

TL;DR

WINV filed an 8-K on 9/16/24 for a material definitive agreement. Keep an eye on this one.

AI Summary

On September 16, 2024, WinVest Acquisition Corp. filed an 8-K report detailing a material definitive agreement. The filing also includes financial statements and exhibits, with the company's principal executive offices located at 125 CambridgePark Drive, Suite 301, Cambridge, MA 02140.

Why It Matters

This 8-K filing indicates a significant development for WinVest Acquisition Corp., potentially related to a merger, acquisition, or other material business transaction.

Risk Assessment

Risk Level: medium — 8-K filings often signal significant corporate events, which can introduce volatility and risk depending on the nature of the agreement.

Key Players & Entities

• WinVest Acquisition Corp. (company) — Registrant
• September 16, 2024 (date) — Date of earliest event reported
• 125 CambridgePark Drive, Suite 301, Cambridge, MA 02140 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ck Market LLC Common Stock, par value $0.0001 per share WINV The Nasdaq Stock Mar
• $10.00 — verted prior to Closing, divided by (b) $10.00 (the "Conversion Stock Consideration"),
• $10 — losing, with Xtribe PLC, divided by (b) $10.00, plus (iv) and Earnout Rights to rec
• $5,000,0001 — ) the Surviving Company having at least $5,000,0001 of net tangible assets upon the Acquisi
• $15,000,000 — tive Time, (vi) WinVest having at least $15,000,000 of cash or cash equivalents after givin

Filing Documents

• form8-k.htm (8-K) — 86KB
• ex2-1.htm (EX-2.1) — 743KB
• 0001493152-24-036313.txt ( ) — 1196KB
• winv-20240916.xsd (EX-101.SCH) — 4KB
• winv-20240916_def.xml (EX-101.DEF) — 27KB
• winv-20240916_lab.xml (EX-101.LAB) — 38KB
• winv-20240916_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 8KB

Business

Business Combination Agreement As previously disclosed, on May 9, 2024, WinVest Acquisition Corp. ("WinVest") entered into a Business Combination Agreement (the "Original Business Combination Agreement," and the original date of execution, the "Original Execution Date"), by and among WinVest, WinVest Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest ("Merger Sub I"), WinVest Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest ("Merger Sub II"), 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 ("Xtribe Group"). On September 16, 2024, WinVest 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 ("WinVest BVI"), 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 ("Xtribe BVI," and together with Xtribe PLC, "Xtribe"), which amends and restates the Original Business Combination Agreement in its entirety. Capitalized terms used and not otherwise defined in this Current Report on Form 8-K (this "Current Report") have the meanings set forth in the A&R Business Combination Agreement. The A&R Business Combination Agreement and transactions contemplated therein (the "Transactions") were approved by the board of directors of WinVest (the "WinVest Board") and the board of directors of Xtribe PLC (the "Xtribe Board"). The Mergers The A&R Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions w

View Full Filing

View this 8-K filing on SEC EDGAR