WinVest Acquisition Corp PRE 14A, filed Nov 3, 2023

WinVest Acquisition Corp. (WINV)

PRE 14A 2023-11-03 For: 2023-11-03

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	1.	Proposal No. 1 — Extension Amendment Proposal — To amend our 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 a Business Combination (as defined below) (the “Charter Extension”) from December 17, 2023 (the “Current Termination Date”) to January 17, 2024 (the “Charter Extension Date”), and to allow us, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to five times by an additional one month (or such shorter period as the Sponsor shall request) each time after the Charter Extension Date, by resolution of our board of directors (the “Board”), if requested by WinVest SPAC LLC, a Delaware limited liability company (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2024, or a total of up to six months after the Current Termination Date, unless the closing of a 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;

	2.	Proposal No. 2 — Trust Amendment Proposal — To amend 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 from December 17, 2023 to January 17, 2024, 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 January 17, 2024 to June 17, 2024 (the “Trust Amendment Proposal”). A copy of the proposed amendment is set forth in Annex B to the accompanying proxy statement; and

	1.	Proposal No. 1 — Extension Amendment Proposal — To amend the Certificate of Incorporation to extend the Termination Date by which the Company has to consummate an initial business combination (“Business Combination”) from the Current Termination Date to the Charter Extension Date and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to five times by an additional one month (or such shorter period as the Sponsor shall request) each time after the Charter Extension Date, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2024, or a total of up to six months after the Current Termination Date, unless the closing of a Business Combination shall have occurred prior thereto. A copy of the proposed amendment is set forth in Annex A to the accompanying proxy statement;

	2.	Proposal No. 2 — Trust Amendment Proposal — To amend the Trust Agreement to extend the Liquidation Date from December 17, 2023 to January 17, 2024, and to allow us, without another stockholder vote, to elect to further extend the Liquidation Date on a monthly basis for up to five times from January 17, 2024 to June 17, 2024. A copy of the proposed amendment is set forth in Annex B to the accompanying proxy statement; and

	3.	Proposal No. 3 — Adjournment Proposal — To adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further 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 represented (either in person (including virtually) or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal and the Trust Amendment Proposal.

	By Order of the Board of Directors of WinVest
	Acquisition Corp.


	Lawrence S. Kramer
	Chairman of the Board of Directors , 2023

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1

QUESTIONS AND ANSWERS ABOUT THE STOCKHOLDER MEETING	2

RISK FACTORS	14

SPECIAL MEETING OF WINVEST STOCKHOLDERS	17

PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL	23

PROPOSAL NO. 2 — THE TRUST AMENDMENT PROPOSAL	28

PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL	29

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR STOCKHOLDERS EXERCISING REDEMPTION RIGHTS	30

BENEFICIAL OWNERSHIP OF SECURITIES	36

FUTURE STOCKHOLDER PROPOSALS	37

HOUSEHOLDING INFORMATION	38

WHERE YOU CAN FIND MORE INFORMATION	39

ANNEX A: PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WINVEST ACQUISITION CORP. (EXTENSION AMENDMENT)	A-1

ANNEX B: PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT OF WINVEST ACQUISITION CORP.	B-1

	●	our ability to complete an initial business combination (a “Business Combination”);

	●	the anticipated benefits of a Business Combination;

	●	the issuance by the SEC of proposed rules to regulate special purpose acquisition companies;

	●	the risk of the Company being deemed an “investment company” for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”);

	●	the volatility of the market price and liquidity of the Public Stock (as defined below) and other securities of the Company;

	●	our liquidation of the securities held in the Trust Account (as defined below) to avoid being deemed an investment company;

	●	the potential impact of the new federal 1% excise tax; and

	●	the use of funds not held in the Trust Account or available to the Company from interest income on the Trust Account balance.

	By Order of the Board of Directors of WinVest Acquisition Corp.


	Lawrence S. Kramer
	Chairman of the Board of Directors

Q:	Why am I receiving this proxy statement?

A:	We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Q:	When and where will the Stockholder Meeting be held?

A:	The Stockholder Meeting will be held on , 2023, at 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.

Q:	Am I being asked to vote on a proposal to elect directors?

A:	No. Holders of Public Stock are not being asked to vote on the election of directors at this time.

Q:	Are the proposals conditioned on one another?

A:	Approval of both the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Charter Extension.

Q:	Why is the Company proposing the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal?

A:	Our Certificate of Incorporation and the Trust Agreement provide for the return of the IPO proceeds held in trust to the holders of Public Stock sold in the IPO if there is no qualifying Business Combination consummated on or before the Current Termination Date. The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete a Business Combination.

Q:	What constitutes a quorum?

A:	A quorum of our stockholders is necessary to hold a valid meeting. The presence, in person (including virtually) or by proxy, of stockholders holding a majority of the Common Stock entitled to vote at the Stockholder Meeting constitutes a quorum at the Stockholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The Sponsor, our officers, our directors and certain members of our advisory board (collectively, the “Initial Stockholders”) hold an aggregate of 2,875,000 shares of Common Stock issued prior to the IPO (the “Founder Shares”). Such Founder Shares, which represent an aggregate of 69.4% of the issued and outstanding shares of Common Stock as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the Founder Shares, no shares of Common Stock held by public stockholders would be required to be present at the Stockholder Meeting to achieve a quorum. Because the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed. Therefore, such broker non-votes will not count towards quorum at the Stockholder Meeting. In the absence of a quorum, the chairman of the Stockholder Meeting has the power to adjourn the Stockholder Meeting.

Q:	What vote is required to approve the proposals presented at the Stockholder Meeting?

A:	Approval of each of the Extension Amendment Proposal and the Trust Amendment Proposal requires the affirmative vote of at least a majority of the issued and outstanding shares of Common Stock.

Q:	How will the Sponsor and WinVest’s directors and officers vote?

A:	The Initial Stockholders, including the Sponsor and WinVest’s directors and officers, intend to vote any Common Stock over which they have voting control in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal.

Q:	Who is WinVest’s Sponsor?

A:	WinVest’s sponsor is WinVest SPAC LLC, a Delaware limited liability company. The Sponsor currently owns 2,537,424 shares of Common Stock and 10,900,000 Private Placement Warrants. Jeff LeBlanc, the manager of the Sponsor, has voting and dispositive power over the Common Stock and Private Placement Warrants held by the Sponsor. The Sponsor is not “controlled” (as defined in 31 CFR 800.208) by a foreign person, such that the Sponsor’s involvement in a Business Combination would be a “covered transaction” (as defined in 31 CFR 800.213).

Q:	Why should I vote “FOR” the Extension Amendment Proposal and the Trust Amendment Proposal?

A:	We believe stockholders will benefit from the Company consummating a Business Combination and are proposing the Extension Amendment Proposal and the Trust Amendment Proposal to extend the date by which the Company has to complete a Business Combination until the Charter Extension Date (or Additional Charter Extension Date, if applicable). Without the Charter Extension, we believe that the Company may not be able to complete a Business Combination on or before the Current Termination Date. If that were to occur, the Company would be forced to liquidate. The Trust Agreement provides that if a business combination has not been consummated by July 17, 2023 (unless extended up to five months), the Trust Account is to be liquidated and its proceeds are to be distributed to the our public stockholders of record as of such date, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest that may be released to us to pay dissolution expenses). The purpose of the Trust Amendment is to amend the Trust Agreement to extend the Liquidation Date from December 17, 2023 to January 17, 2024, and to allow us, without another stockholder vote, to elect to further extend the Liquidation Date on a monthly basis for up to five times from January 17, 2024 to June 17, 2024 to match the Certificate of Incorporation if the Extension Amendment is approved.

Q:	What if I do not want to vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal?

A:	If you do not want the Extension Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal to be approved, you may expressly “ABSTAIN,” not vote, or vote “AGAINST” such proposal.

Q:	Will you seek any further extensions to liquidate the Trust Account?

A:	Other than as described in this proxy statement, we do not currently anticipate seeking any further extension to consummate a Business Combination, but may do so in the future.

Q:	What happens if the Extension Amendment Proposal or the Trust Amendment Proposal are not approved?

A:	If there are insufficient votes to approve both the Extension Amendment Proposal and the Trust Amendment Proposal, we may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Extension and the Trust Amendment.

Q:	If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, what happens next?

A:	If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will file the Extension Amendment with the Delaware Secretary of State, enter into the Trust Amendment with the Trustee and continue to attempt to consummate a Business Combination until the applicable Termination Date.

Q:	If I vote for or against the Extension Amendment Proposal or the Trust Amendment Proposal, do I need to request that my shares be redeemed?

A:	Yes. Whether you vote “for” or “against” the Extension Amendment Proposal or the Trust Amendment Proposal, or do not vote at all, you may elect to redeem your shares. However, you will need to submit a redemption request for your shares if you choose to redeem.

Q:	What amount will holders receive upon consummation of the Business Combination or liquidation if the Extension Proposal and the Trust Amendment Proposal are approved?

A:	If the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Charter Extension becomes effective, prior to filing the Charter Extension and entering into the Trust Amendment with Continental, the Lender shall lend the Company the Monthly Extension Payment, which the Company shall deposit into the Trust Account upon the Company’s first drawdown of a non-interest bearing, unsecured promissory note to be issued by the Company to the Lender (the “Note”). In addition, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Charter Extension and Trust Amendment become effective, in the event that we have not consummated a Business Combination by January 17, 2024, without approval of our public stockholders, we may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to five times, each by one additional month (or such shorter period as the Sponsor shall request) (for a total of up to six additional months to complete a Business Combination), provided that we draw down and deposit into the Trust Account, for each such extension, the Monthly Extension Payment under the Note, for an aggregate deposit of up to $275,000 (if all five additional extensions are exercised). If we complete a Business Combination, we will repay the amounts loaned under the Note. If we do not complete a Business Combination by the applicable Termination Date, such Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If the Sponsor designates a third party as Lender, we may negotiate with the Lender and vary the terms of the Note, issue securities and pay certain fees to the Lender in connection with the Note.

Q:	Am I being asked to vote on a Business Combination at this Stockholder Meeting?

A:	No. You are not being asked to vote on a Business Combination at this time. If the Charter Extension is implemented and you do not elect to redeem your shares of Public Stock, provided that you are a stockholder on the Record Date for the Stockholder Meeting to consider a Business Combination, you will be entitled to vote on a Business Combination when it is submitted to stockholders and will retain the right to redeem your shares of Public Stock for cash in connection with a Business Combination or liquidation.

Q:	Will how I vote affect my ability to exercise redemption rights?

A:	No. You may exercise your redemption rights whether or not you are a holder of Public Stock on the Record Date (so long as you are a holder at the time of exercise), or whether you are a holder and vote your Public Stock on the Extension Amendment Proposal (for or against) or any other proposal described by this proxy statement. As a result, the Charter Extension can be approved by stockholders who will redeem their Public Stock and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Stock holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”).

Q:	Will the balance in the Trust Account be affected by the Excise Tax included in the Inflation Reduction Act of 2022?

A:	On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by “covered corporations” beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities are trading on Nasdaq, we believe that we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. We will not use the proceeds placed in the Trust Account and the interest earned thereon to pay any excise taxes that may be imposed on us pursuant to any current, pending or future rules or laws, including without limitation the Excise Tax, on any redemptions or stock buybacks by the Company. In the event (i) an excise tax and/or any other similar fees or taxes in nature are levied or imposed on us pursuant to any current, pending or future rule(s) or law(s), including without limitation the Excise Tax, in relation to a redemption of securities as described herein or otherwise, and (ii) the holders of our shares of Common Stock approve the Extension Amendment Proposal, if such excise tax or fee has not been paid by us to the applicable regulatory authority on or prior to the due date for such a tax or fee, our Sponsor or a designee agrees to promptly (but in any event sufficiently prior to the due date for such tax or fee to assure timely payment thereof) either directly pay such tax or fee on behalf of us or advance to us such funds as necessary and appropriate to allow us to pay such tax or fee timely with respect to any future redemptions that occur prior to or in connection a business combination or our liquidation. The Sponsor agrees not to seek recourse for such expenses from the Trust Account.

Q:	May I change my vote after I have mailed my signed proxy card?

A:	Yes. Stockholders may send a later-dated, signed proxy card to WinVest Acquisition Corp., at 125 Cambridgepark Drive, Suite 301, Cambridge, Massachusetts 02140, so that it is received by the Company prior to the vote at the Stockholder Meeting (which is scheduled to take place on , 2023) or attend the virtual Stockholder Meeting and vote electronically. Stockholders also may revoke their proxy by sending a notice of revocation to our Chief Executive Officer, which must be received by our Chief Executive Officer prior to the vote at the Stockholder Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:	How are votes counted?

A:	Votes will be counted by the inspector of election appointed for the Stockholder Meeting, who will separately count “FOR” and “AGAINST” votes and abstentions. Approval of each of the Extension Amendment Proposal and the Trust Amendment Proposal requires the affirmative vote of at least a majority of the issued and outstanding shares of Common Stock. Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who are present in person (including virtually) or represented by proxy and entitled to vote thereon at the Stockholder Meeting.

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:	If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to the Company or by voting online at the Stockholder Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Q:	Does the Board recommend voting “FOR” the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal?

A:	Yes. After careful consideration of the terms and conditions of each of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment proposal, the Board has determined that each of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal is in the best interests of the Company and its stockholders. The Board recommends that the Company’s stockholders vote “FOR” each of the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal.

Q:	What interests do WinVest’s directors and officers have in the approval of the Extension Amendment Proposal and the Trust Amendment Proposal?

A:	WinVest’s directors and officers have interests in the Extension Amendment Proposal and the Trust Amendment Proposal that may be different from, or in addition to, your interests as a stockholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Founder Shares and Private Placement Warrants. See the section titled “Proposal No. 1 — The Extension Amendment Proposal — Interests of the Initial Stockholders” in this proxy statement.

Q:	Do I have appraisal rights if I object to the Extension Amendment Proposal or the Trust Amendment Proposal?

A:	No. There are no appraisal rights available to our stockholders in connection with the Extension Amendment Proposal or the Trust Amendment Proposal.

Q:	If I am a Public Warrant or Right holder, can I exercise redemption rights with respect to my Public Warrants or Rights?

A:	No. The holders of Public Warrants and the holders of Rights have no redemption rights with respect to such Public Warrants or Rights.

Q:	What do I need to do now?

A:	You are urged to read carefully and consider the information contained in this proxy statement and to consider how the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:	How do I exercise my redemption rights?

A:	If you are a holder of Common Stock and wish to exercise your right to redeem your Common Stock, you must:

	I.	(a) hold Common Stock or (b) hold Common Stock through Units and elect to separate your Units into the underlying Common Stock, Rights and Public Warrants prior to exercising your redemption rights with respect to the Common Stock;

	II.	prior to 5:00 p.m., Eastern Time, on , 2023 (two business days prior to the initially scheduled vote at the Stockholder Meeting) (a) submit a written request to the Transfer Agent that the Company redeem all or a portion of your Common Stock for cash and (b) identify yourself as the beneficial holder of the Common Stock and provide your legal name, phone number and address; and

	III.	deliver your Common Stock to the Transfer Agent, physically or electronically through the Depository Trust Company (“DTC”).

Q:	What are the U.S. federal income tax consequences of exercising my redemption rights?

A:	The U.S. federal income tax consequences of exercising your redemption rights will depend on your particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances. For additional discussion of certain material U.S. federal income tax considerations with respect to the exercise of these redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.”

Q:	What should I do if I receive more than one set of voting materials for the Stockholder Meeting?

A:	You may receive more than one set of voting materials for the Stockholder Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:	Who will solicit and pay the cost of soliciting proxies for the Stockholder Meeting?

A:	We will pay the cost of soliciting proxies for the Stockholder Meeting. We have engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the Stockholder Meeting. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Common Stock and in obtaining voting instructions from those owners. Our directors, officers, advisory board members and employees may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.

Q:	Who can help answer my questions?

A:	If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

		Number of Additional Shares of Public Stock Required To Approve Proposal
Proposal	Approval Standard	If Only Quorum is Present and All Present Shares Cast Votes		If All Shares Are Present and All Present Shares Cast Votes
Extension Amendment Proposal	Majority of Issued and Outstanding Shares of Common Stock		0		0
Trust Amendment Proposal	Majority of Issued and Outstanding Shares of Common Stock		0		0
Adjournment Proposal	Majority of Voted Stock		0		0

	●	you may send another proxy card with a later date;

	●	you may notify our Chief Executive Officer in writing at WinVest Acquisition Corp., 125 Cambridgepark Drive, Suite 301, Cambridge, Massachusetts 02140, before the Stockholder Meeting that you have revoked your proxy; or

	●	you may attend the virtual Stockholder Meeting, revoke your proxy, and vote electronically, as indicated above.

	(i)	(a) hold Common Stock or (b) hold Common Stock through Units and elect to separate your Units into the underlying Common Stock, Rights and Public Warrants prior to exercising your redemption rights with respect to the Common Stock;

	(ii)	submit a written request to the Transfer Agent, in which you (a) request that the Company redeem all or a portion of your Common Stock for cash, and (b) identify yourself as the beneficial holder of the Common Stock and provide your legal name, phone number and address; and

	(iii)	deliver your Common Stock to the Transfer Agent, physically or electronically through DTC.

	●	the fact that the Sponsor paid $5,450,000 for 10,900,000 Private Placement Warrants, each of which is identical to the Public Warrants issued as part of the Units and entitles the holder thereof to purchase one-half (1/2) of a share of Common Stock at a price of $11.50 per whole share. If the Extension Amendment Proposal is not approved and the Company does not consummate a Business Combination by December 17, 2023, then a portion of the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants held by our Sponsor will be worthless;

	●	the fact that the Initial Stockholders have invested in the Company an aggregate of $5,475,000, comprised of the $25,000 purchase price for 2,875,000 Founder Shares and the $5,450,000 purchase price for 10,900,000 Private Placement Warrants. Assuming a trading price of $ per share of Common Stock and $ per Public Warrant (based upon the respective closing prices of the Common Stock and the Public Warrants on Nasdaq on , 2023, the most recent practicable date prior to the date of this proxy statement), the 2,875,000 Founder Shares and 10,900,000 Private Placement Warrants would have an implied aggregate market value of $ . Even if the trading price of the shares of Common Stock was as low as $1.90 per share, the aggregate market value of the Common Stock alone (without taking into account the value of the Private Placement Warrants) would be approximately equal to the initial investment in the Company by the Initial Stockholders. As a result, if a Business Combination is completed, the Initial Stockholders are likely to be able to make a substantial profit on their investment in the Company at a time when the Common Stock has lost significant value. On the other hand, if the Extension Amendment Proposal is not approved and the Company liquidates without completing a Business Combination before December 17, 2023, the Initial Stockholders will lose their entire investment in the Company;

	●	the fact that the Company has issued unsecured promissory notes in the aggregate principal amount of $2,440,000 to the Sponsor, which notes will be repaid only from amounts remaining outside of the Trust Account, if any, in the event we do not consummate a Business Combination;

	●	financial institutions or financial services entities;

	●	broker-dealers;

	●	S corporations;

	●	taxpayers that are subject to the mark-to-market accounting rules;

	●	tax-exempt entities;

	●	governments or agencies or instrumentalities thereof;

	●	tax-qualified retirement plans;

	●	insurance companies;

	●	regulated investment companies or real estate investment trusts;

	●	expatriates or former long-term residents or citizens of the United States;

	●	persons that directly, indirectly, or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares;

	●	persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

	●	persons that hold our securities as part of a straddle, constructive sale, hedging, conversion, synthetic security or other integrated or similar transaction;

	●	persons or corporations subject to the alternative minimum tax;

	●	U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

	●	controlled foreign corporations;

	●	corporations that accumulate earnings to avoid U.S. federal income tax;

	●	“qualified foreign pension funds” (within the meaning of Section 897(l)(2) of the Code) and entities whose interests are held by qualified foreign pension funds;

	●	accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code; or

	●	passive foreign investment companies or their stockholders.

	●	an individual citizen or resident of the United States;

	●	a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia;

	●	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

	●	any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more United States persons (within the meaning of the Code) have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.

	●	the gain is effectively connected with the conduct of a trade or business by the Redeeming Non-U.S. Holder within the United States;

	●	the Redeeming Non-U.S. Holder is an individual present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or

	●	we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Redeeming Non-U.S. Holder held Public Stock, and, in the case where the shares of Public Stock are regularly traded on an established securities market, the Redeeming Non-U.S. Holder has owned, directly or constructively (including through ownership of Warrants) more than 5% of the shares of Public Stock at any time within the shorter of the five-year period preceding the disposition or such Redeeming Non-U.S. Holder’s holding period for the shares of Public Stock.

	●	fails to provide an accurate taxpayer identification number;

	●	is notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income tax returns; or

	●	in certain circumstances, fails to comply with applicable certification requirements.

	●	each person known by us to be the beneficial owner of more than 5% of our issued and outstanding shares of Common Stock;

	●	each of our officers and directors; and

	●	all of our executive officers and directors as a group.

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership of Common Stock		Percentage of Outstanding Shares of Common Stock
Directors and Named Executive Officers:
Manish Jhunjhunwala		53,576		1.3	%
Mark H. Madden		28,000		*
Alok R. Prasad		28,000		*
Lawrence S. Kramer		28,000		*
Elias Mendoza		28,000		*
Edward J. McGowan		28,000		*
Dr. Alex Pentland		28,000		*
Martin Schmidt		28,000		*
Barrie R. Zesiger		28,000		*
All current directors and executive officers as a group (nine individuals)		277,576		6.7	%
Certain Stockholders:
WinVest SPAC LLC⁽²⁾		2,537,424		61.3	%
Owl Creek Asset Management, L.P.⁽³⁾		450,000		10.9	%

(1)	Unless otherwise noted, the business address of each of our stockholders listed is C/O WinVest Acquisition Corp., 125 Cambridgepark Drive, Suite 301, Cambridge, Massachusetts 02140.

(2)	Consists of shares owned by WinVest SPAC LLC, our sponsor. Jeff LeBlanc, one of our founders, is the sole manager of our sponsor and may be deemed to have beneficial ownership of the shares of Common Stock held directly by our sponsor. Mr. LeBlanc disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(3)	As reported on a Schedule 13G filed February 9, 2023 by Owl Creek Asset Management, L.P. and Jeffrey A. Altman (collectively, the “Owl Creek Parties”). Each of the Owl Creek Parties holds shared voting and dispositive power over 450,000 shares of our Common Stock and thus may be deemed the beneficial owner of these shares. Each of the Owl Creek Parties disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The business address of Owl Creek Asset Management, L.P. is 640 Fifth Avenue, 20th Floor, New York, NY 10019.