WinVest Acquisition Corp 8-K, filed Feb 15, 2024
WinVest Acquisition Corp. (WINV)
About this 8-K
WinVest Acquisition Corp filed this 8-K on February 15, 2024, reporting on events of February 14, 2024.
Items reported
- Item 2.03: New debt or off-balance-sheet obligation
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
As previously disclosed, on December 13, 2023, WinVest Acquisition Corp. (the “Company”) issued an unsecured promissory note in the principal amount of $330,000 (the “Promissory Note”) to WinVest SPAC LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to $330,000 in connection with the extension of the date (the “Termination Date”) by which the Company must consummate an initial business combination (“Business Combination”). The Promissory Note does not bear interest and matures upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation. The principal of the Promissory Note may be drawn down from time to time in up to six equal amounts of $55,000, such amount representing approximately $0.048 per unredeemed Public Share (as defined below). In the event that the Company does not consummate a Business Combination, the Promissory Note will be repaid only from amounts remaining outside of the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”), if any.
On February 14, 2024, the Company effected the third drawdown of $55,000 under the Promissory Note and caused the Sponsor to deposit such sum into the Trust Account in connection with the extension of the Termination Date from February 17, 2024 to March 17, 2024. 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 (“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.
Item 7.01. Regulation FD Disclosure.
On February 15, 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 February 17, 2024 to March 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 February 15, 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: February 15, 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, February 15, 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 February 17, 2024 to March 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, $55,000 (representing approximately $0.048 per unredeemed share of common stock issued in the Company’s initial public offering) has been deposited into the trust account established in connection with the Company’s initial public offering pursuant to the Company’s third drawdown upon an unsecured non-interest-bearing promissory note in the aggregate principal amount of $330,000 issued by the Company to WinVest SPAC LLC (the “Sponsor”) on December 13, 2023.
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