8-K
WinVest Acquisition Corp. (WINV)
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
Dateof Report (Date of earliest event reported): January 12, 2023
WINVEST
ACQUISITION CORP.
(Exactname of registrant as specified in its charter)
| Delaware | 001-40796 | 86-2451181 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification Number) |
125Cambridgepark Drive, Suite 301
Cambridge,Massachusetts
02140
(Addressof principal executive offices)
Registrant’stelephone number, including area code: (617) 658-3094
NotApplicable
(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br><br> <br>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. ☐
Item2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
As previously disclosed, on December 5, 2022, WinVest Acquisition Corp. (the “Company”) issued an unsecured promissory note in the principal amount of $750,000 (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 $750,000 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 $125,000, such amount representing approximately $0.066 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. Upon the consummation of a Business Combination, the Sponsor may elect to convert any portion or all of the amount outstanding under the Promissory Note into private warrants (each, a “Private Warrant”) to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a conversion price of $0.50 per Private Warrant. Such Private Warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO.
On January 12, 2023, the Company effected the second drawdown of $125,000 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 January 17, 2023 to February 17, 2023. Such amounts will be distributed either to: (i) all of the holders of shares of Common Stock 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.
Item3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
An aggregate of 1,500,000 Private Warrants of the Company would be issued if the entire principal balance of the Promissory Note is converted. The Private Warrants would be exercisable subject to their terms and conditions during the exercise period provided in the warrant agreement governing the Private Warrants.
The sale of the Promissory Note and any Private Warrants issuable upon conversion of the Promissory Note is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company has not engaged in general solicitation or advertising with regard to the issuance and sale of the Promissory Note and Private Warrants and has not offered securities to the public in connection with such issuance and sale. The Company relied, in part, upon representations from the Sponsor that the Sponsor is an accredited investor as defined in Regulation D under the Securities Act.
Item7.01. Regulation FD Disclosure.
On January 13, 2023, 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 Termination Date from January 17, 2023 to February 17, 2023.
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, 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.
Item9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 99.1 | Press Release, issued January 13, 2023 (furnished pursuant to Item 7.01). |
| 104 | Cover<br> 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: January 13, 2023
| WINVEST ACQUISITION CORP. | |
|---|---|
| By: | /s/ Manish Jhunjhunwala |
| Name: | Manish<br> Jhunjhunwala |
| Title: | Chief<br> Executive Officer and Chief Financial Officer |
Exhibit99.1
WinVestAcquisition Corp. Announces Extension of Termination Date and Additional Contribution to Trust Account to Extend Termination Date
Cambridge, MA, January 13, 2023 — 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 January 17, 2023 to February 17, 2023 (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, WinVest SPAC LLC, the Company’s sponsor (the “Sponsor”), has deposited $125,000 (representing approximately $0.066 per unredeemed share of common stock issued in the Company’s initial public offering) into the trust account established in connection with the Company’s initial public offering pursuant to the Company’s second drawdown upon an unsecured promissory note in the aggregate principal amount of $750,000 issued by the Company to the Sponsor on December 5, 2022. The promissory note bears no interest and is convertible at the option of the Sponsor upon the consummation of an initial business combination into private warrants to purchase shares of the Company’s common stock at a conversion price of $0.50 per private warrant. Such private warrants will be identical to the private placement warrants issued to the Sponsor at the time of the Company’s initial public offering.
The Board may elect to further extend the Termination Date on a monthly basis until June 17, 2023 upon the deposit of an additional $125,000 into the trust account per monthly extension.
AboutWinVest 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-LookingStatements
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