WinVest Acquisition Corp. Files 8-K with Material Agreements

TL;DR

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

AI Summary

WinVest Acquisition Corp. filed an 8-K on December 16, 2024, reporting several material events. These include entering into a definitive agreement, creating a direct financial obligation, amending its articles of incorporation, submitting matters to a vote of security holders, and providing Regulation FD disclosure. The company is a blank check company incorporated in Delaware with its principal executive offices in Cambridge, MA.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry a medium level of risk due to potential impacts on the company's future performance.

Key Numbers

• 0001493152-24-050224 — Accession Number (Unique identifier for the filing)
• 20241216 — Filing Date (Date the 8-K was filed with the SEC)
• 20241210 — Period of Report Date (Date to which the report pertains)

Key Players & Entities

• WinVest Acquisition Corp. (company) — Filer of the 8-K report
• 0001854463 (company) — Central Index Key for WinVest Acquisition Corp.
• 6770 (company) — Standard Industrial Classification for Blank Checks
• DE (company) — State of Incorporation
• MA (company) — State of Business Address

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
• $12.00 — at a redemption price of approximately $12.00 per share, for an aggregate redemption
• $2,801,498.23 — gate redemption amount of approximately $2,801,498.23. Following such redemptions, approximat
• $3,104,048.77 — llowing such redemptions, approximately $3,104,048.77 was left in trust and 258,778 Public Sh

Filing Documents

• form8-k.htm (8-K) — 78KB
• ex3-1.htm (EX-3.1) — 29KB
• ex10-1.htm (EX-10.1) — 30KB
• ex10-2.htm (EX-10.2) — 37KB
• ex99-1.htm (EX-99.1) — 10KB
• ex99-1_001.jpg (GRAPHIC) — 9KB
• 0001493152-24-050224.txt ( ) — 459KB
• winv-20241210.xsd (EX-101.SCH) — 4KB
• winv-20241210_def.xml (EX-101.DEF) — 30KB
• winv-20241210_lab.xml (EX-101.LAB) — 37KB
• winv-20241210_pre.xml (EX-101.PRE) — 27KB
• form8-k_htm.xml (XML) — 8KB

01. Entry into a Material Definitive Agreement

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 November 21, 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 December 10, 2024, the stockholders of the Company approved the Extension Amendment Proposal at the Extension Meeting. Accordingly, on December 16, 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 January 17, 2025 (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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 3.1 Extension Amendment to Amended and Restated Certificate of Incorporation 10.1 Promissory Note, dated December 16, 2024, between the Company and the Sponsor 10.2 Amendment No. 4 to Investment Management Trust Agreement, dated September 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee 99.1 Press Release, issued December 16, 2024 (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: December 16, 2024 WINVEST ACQUISITION CORP. By: /s/ Manish Jhunjhunwala Name: Manish Jhunjhunwala Title: Chief Executive Officer and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR