WinVest Seeks SPAC Extension Amid Delisting, Xtribe Merger Deadline Looms

TL;DR

**WinVest is on life support; vote FOR the extension or watch your warrants and rights go to zero as the SPAC liquidates.**

AI Summary

WinVest Acquisition Corp. (WINVW) is seeking stockholder approval to extend its deadline to complete an initial business combination from September 17, 2025, to October 17, 2025, with further monthly extensions possible until March 17, 2026. This extension is crucial for WinVest to finalize its previously announced business combination with Xtribe P.L.C., an agreement amended on September 16, 2024. The company faces significant pressure, having been delisted from Nasdaq on March 20, 2025, for failing to meet a March 17, 2025, deadline to complete the merger, and its securities now trade on the OTC Markets. To facilitate the extension, WinVest SPAC LLC (the "Sponsor") will lend WinVest $30,000 for the initial monthly extension, with potential additional loans of up to $150,000 for subsequent extensions, totaling up to $180,000. Public stockholders have the right to redeem their shares for approximately $13.35 per share, based on the Trust Account balance of $3,447,797 as of August 28, 2025, a price higher than the current OTC market price. Failure to approve the extension proposals will result in the company's liquidation and the expiration of warrants and rights worthless.

Why It Matters

This DEF 14A filing is critical for WinVest Acquisition Corp. as it represents a last-ditch effort to avoid liquidation and complete its merger with Xtribe P.L.C. For investors, the outcome directly impacts the value of their holdings, with a redemption option offering $13.35 per share, significantly above the current OTC market price, highlighting the risk of further market decline if the extension fails. Employees and customers of Xtribe P.L.C. face uncertainty regarding the future of the combined entity, while the broader SPAC market watches closely as another de-SPAC transaction struggles, reflecting ongoing challenges in deal completion and regulatory compliance, especially after Nasdaq delisting.

Risk Assessment

Risk Level: high — The risk level is high due to WinVest's delisting from Nasdaq on March 20, 2025, for failing to complete a business combination by March 17, 2025. The company's securities now trade on the illiquid OTC Markets, and failure to approve the extension proposals will lead to liquidation, rendering warrants and rights worthless, and public stockholders receiving only their pro rata share from the Trust Account, which was $3,447,797 as of August 28, 2025.

Analyst Insight

Investors should carefully consider the redemption offer of approximately $13.35 per share, which is higher than the current market price on the OTC Markets. If an investor believes the Xtribe P.L.C. merger is unlikely to close or the company will ultimately liquidate, redeeming shares is the most prudent action to lock in value. Those holding warrants or rights should be aware they will expire worthless upon liquidation.

Key Numbers

• $3,447,797 — Trust Account Balance (As of August 28, 2025, available for redemptions or business combination)
• $13.35 — Redemption Price Per Share (Approximate value public stockholders would receive if they redeem, as of August 28, 2025)
• September 17, 2025 — Current Termination Date (Original deadline for business combination before proposed extension)
• March 17, 2026 — Extended Termination Date (Latest possible deadline if all monthly extensions are exercised)
• $30,000 — Monthly Extension Payment (Amount Sponsor will lend for each monthly extension)
• March 20, 2025 — Nasdaq Delisting Date (Date WinVest securities were suspended from Nasdaq trading)
• 2,875,000 — Founder Shares (Shares owned by Initial Stockholders, which will not receive Trust Account monies upon liquidation)
• 10,900,000 — Private Placement Warrants (Warrants owned by Sponsor, which will expire worthless upon liquidation)

Key Players & Entities

• WinVest Acquisition Corp. (company) — Registrant seeking extension
• Xtribe P.L.C. (company) — Target for business combination
• WinVest SPAC LLC (company) — Sponsor and potential lender
• Continental Stock Transfer & Trust Company (company) — Trustee for the Trust Account
• The Nasdaq Stock Market LLC (regulator) — Former listing exchange, delisted WinVest
• Securities and Exchange Commission (regulator) — Declared Form F-4 effective
• $30,000 (dollar_amount) — Monthly extension payment from Sponsor
• $180,000 (dollar_amount) — Maximum aggregate loan amount from Sponsor for extensions
• $3,447,797 (dollar_amount) — Aggregate amount in Trust Account as of August 28, 2025
• $13.35 (dollar_amount) — Approximate redemption price per share as of August 28, 2025

FAQ

Risk Factors

• Failure to Complete Business Combination by Extended Deadline [high — regulatory]: The company faces a critical deadline of March 17, 2026, to complete its initial business combination with Xtribe P.L.C. Failure to do so will result in the liquidation of the company and the expiration of all outstanding warrants and rights.
• Delisting from Nasdaq and Trading on OTC Markets [high — market]: WinVest was delisted from Nasdaq on March 20, 2025, for failing to meet the original merger deadline. Its securities now trade on the OTC Markets, indicating reduced liquidity and investor confidence.
• Reliance on Sponsor Loans for Extensions [medium — financial]: The company requires loans from its Sponsor, WinVest SPAC LLC, totaling up to $180,000, to fund monthly extensions. These loans are non-interest bearing but will be repaid only from funds outside the Trust Account if the business combination is not completed, or forfeited.
• Dependence on Xtribe P.L.C. Merger Completion [high — operational]: The company's sole purpose is to complete a business combination with Xtribe P.L.C. The success of WinVest is entirely contingent on the successful closing of this transaction, which has already faced delays.
• Redemption Pressure from Public Stockholders [medium — financial]: Public stockholders have the right to redeem their shares at approximately $13.35 per share, a price higher than the current OTC market price. Significant redemptions could deplete the Trust Account, jeopardizing the business combination.

Industry Context

The SPAC market has faced increased scrutiny and regulatory pressure, leading to a decline in new IPOs and a challenging environment for completing business combinations. Companies that have not yet merged are often under pressure to extend their deadlines or face liquidation. The success of a SPAC is heavily dependent on identifying a viable target company and navigating complex regulatory and market conditions.

Regulatory Implications

The proposed extension requires shareholder approval and involves amendments to the company's charter and trust agreement. Failure to secure these approvals could lead to immediate liquidation. The delisting from Nasdaq also signifies a shift to less regulated trading environments, potentially impacting investor protections and liquidity.

What Investors Should Do

1. Review the proposed amendments to the Certificate of Incorporation and Trust Agreement carefully.
2. Evaluate the likelihood of WinVest completing its business combination with Xtribe P.L.C. by the extended deadline.
3. Consider the redemption option versus holding shares.
4. Vote on the Extension Amendment Proposal and Trust Amendment Proposal.

Key Dates

• 2025-09-16: Special Meeting of Stockholders — To vote on proposals to extend the business combination deadline and amend the Trust Agreement.
• 2025-09-17: Current Termination Date — Original deadline for the company to complete its initial business combination.
• 2025-10-17: Charter Extension Date / Initial Extended Liquidation Date — First proposed extension date for the business combination and Trust Account liquidation.
• 2026-03-17: Latest Possible Extended Termination Date — The final deadline for the business combination if all monthly extensions are exercised.
• 2025-03-20: Nasdaq Delisting Date — Indicates the company's securities are no longer traded on a major exchange.
• 2024-09-16: Amended and Restated Business Combination Agreement with Xtribe P.L.C. — Defines the terms and conditions for the proposed merger, which is critical for WinVest's existence.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders when the company is soliciting proxies for its annual or special meeting. (This document outlines the proposals shareholders are being asked to vote on, including the extension of the business combination deadline.)

SPAC

Special Purpose Acquisition Company. A shell company that is created to raise capital through an IPO for the purpose of acquiring an existing company. (WinVest Acquisition Corp. is a SPAC whose primary goal is to merge with Xtribe P.L.C.)

Trust Account

An account established by a SPAC during its IPO to hold the proceeds from the offering in trust, to be used for the business combination or returned to shareholders upon liquidation. (The balance of the Trust Account ($3,447,797) determines the redemption price per share and is central to the extension proposals.)

Redemption Price Per Share

The amount public stockholders receive if they choose to redeem their shares instead of participating in the business combination. (At approximately $13.35 per share, this price is higher than the current OTC market price, potentially incentivizing redemptions.)

Termination Date

The deadline by which a SPAC must complete its initial business combination. (WinVest is seeking to extend this date from September 17, 2025, to March 17, 2026.)

Sponsor

The entity that forms and finances a SPAC, typically receiving founder shares and warrants in exchange for their investment and support. (WinVest SPAC LLC is the sponsor and is providing loans to fund the extensions.)

Business Combination

The merger or acquisition of a target company by a SPAC. (WinVest's entire existence is predicated on completing its business combination with Xtribe P.L.C.)

Liquidation Date

The date by which a SPAC must liquidate its Trust Account if a business combination has not been completed. (This date is tied to the Termination Date and is also being extended.)

Year-Over-Year Comparison

This filing represents a critical juncture for WinVest Acquisition Corp., as it seeks to extend its deadline to complete a business combination due to previous delays and Nasdaq delisting. Unlike previous filings focused on the initial business combination target, this document centers on the necessity of further time and the financial support from the Sponsor to achieve this goal. Key metrics such as revenue and net income are not applicable to a SPAC prior to a business combination, but the Trust Account balance and the potential for redemptions are central to the current financial narrative.

Key Financial Figures

• $0.0001 — t shares of our common stock, par value $0.0001 per share (“Common Stock”),
• $30,000 — o;Lender”) shall lend the Company $30,000 (the “Monthly Extension Payment&r
• $180,000 — promissory note in the amount of up to $180,000 to be issued by the Company to the Lend
• $150,000 — n additional aggregate deposit of up to $150,000 (if all five additional extensions are
• $13.35 — ption price per share was approximately $13.35 (which is expected to be the same appro
• $3,447,797 — t in the Trust Account of approximately $3,447,797 as of August 28, 2025 (including intere
• $0.80 m — lic stockholder receiving approximately $0.80 more per share than if the shares were so
• $100,000 — her tax obligations, if any (less up to $100,000 of such interest to pay dissolution exp
• $10.10 — funds in the Trust Account to below (i) $10.10 per share of Public Stock or (ii) the a
• $13 — if we liquidate, will not be less than $13.35, plus interest, due to unforeseen cl

Filing Documents

• formdef14a.htm (DEF 14A) — 609KB
• 0001641172-25-025899.txt ( ) — 610KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy 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 WINVEST ACQUISITION CORP. 125 Cambridgepark Drive, Suite 301 Cambridge, Massachusetts 02140 NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS OF WINVEST ACQUISITION CORP. TO BE HELD ON SEPTEMBER 16, 2025 To the Stockholders of WinVest Acquisition Corp.: NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of WinVest Acquisition Corp., a Delaware corporation (“WinVest,” or the “Company”), will be held on September 16, 2025, at 10:00 a.m., Eastern Time, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Stockholder Meeting”). You can participate in the virtual Stockholder Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/winvestacquisition/sm2025. Please see “ Questions and Answers about the Stockholder Meeting — How do I attend the virtual Stockholder Meeting? ” in the accompanying proxy statement for more information. Even if you are planning on attending the Stockholder Meeting online, please promptly submit your proxy vote online, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Stockholder Meeting. You are cordially invited to attend the Stockholder Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to amend the Company’s amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), to extend the date (the “Termination Date”) by which the Company has to consummate an initial business combination (the “Charter Extension”) from September 17, 2025 (the “Current Termination Date”) to October 17, 2025 (the “Charter Extension Date”), and to allow us, 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 (or such shorter period as WinVest SPAC LLC (the “Sponsor”) shall request) each time after the Charter Extension Date, by resolution of our board of directors (the “Board”), if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 17, 2026, or a total of up to six months after the Current Termination Date, unless the closing of an initial business combination shall have occurred prior thereto (the “Extension Amendment Proposal”); a copy of the proposed amendment is set forth in Annex A to the accompanying proxy statement; (ii) an extension amendment proposal to the Company’s Investment Management Trust Agreement (the “Trust Agreement,” and such amendment, the “Trust Amendment”), dated September 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“Continental,” or the “Trustee”), as amended, to extend the date (the “Liquidation Date”) on which the Trustee must liquidate the trust account (“Trust Account”) established by the Company in connection with its initial public offering (“IPO”) and the concurrent sale of warrants (“Private Placement Warrants”) to our Sponsor in a private placement from September 17, 2025 to October 17, 2025, and to allow the Company, without another stockholder vote, to elect to further extend the Liquidation Date on a monthly basis for up to five times, from October 17, 2025 to March 17, 2026 (the “Trust Amendment Proposal”). A copy of the proposed amendment is set forth in Annex B to the accompanying proxy solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of our common stock, par value $0.0001 per share (“Common Stock”), represented either in person (including virtually) or by proxy to constitute a quorum necessary to con

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