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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): July 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 7.01. Regulation FD Disclosure.
On July 12, 2024, WinVest Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein, announcing the extension of the date by which the Company must consummate an initial business combination from July 17, 2024 to August 17, 2024.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, issued July 12, 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: July 12, 2024
| WINVEST ACQUISITION CORP. | ||
| By: | /s/ Manish Jhunjhunwala | |
| Name: | Manish Jhunjhunwala | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Exhibit 99.1
WinVest Acquisition Corp. Announces Extension of Termination Date and Additional Contribution to Trust Account to Extend Termination Date
Cambridge, MA, July 12, 2024 — WinVest Acquisition Corp. (NASDAQ: WINV, the “Company”), a special purpose acquisition company, announced today that its Board of Directors (the “Board”) has approved an extension of the period of time available to the Company to consummate an initial business combination by one month from July 17, 2024 to August 17, 2024 (the “Termination Date”), as permitted under the Company’s Amended and Restated Certificate of Incorporation, as amended. The purpose of the extension is to provide additional time for the Company to complete an initial business combination.
In connection with the extension, $30,000 (representing approximately $0.061 per unredeemed share of common stock issued in the Company’s initial public offering) will be deposited into the trust account established in connection with the Company’s initial public offering pursuant to the Company’s second drawdown upon an unsecured non-interest-bearing promissory note in the aggregate principal amount of $180,000 issued by the Company to WinVest SPAC LLC (the “Sponsor”) on June 12, 2024.
About WinVest Acquisition Corp.
WinVest Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including statements about the successful consummation of the Company’s initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from those contemplated by the forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering and other reports filed with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Contact:
WinVest Acquisition Corp.
Manish Jhunjhunwala
(617) 658-3094