Current Report Filing (8-k)
February 14 2023 - 4:18PM
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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): February 13, 2023
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 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 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
February 13, 2023, the Company effected the third 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 February 17, 2023 to March 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.
Item
7.01. Regulation FD Disclosure.
On
February 14, 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 February 17, 2023 to March 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 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
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 14, 2023
|
WINVEST
ACQUISITION CORP. |
|
|
|
|
By: |
/s/
Manish Jhunjhunwala |
|
Name: |
Manish Jhunjhunwala |
|
Title: |
Chief Executive Officer and Chief Financial Officer |
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