WinVest Acquisition Corp. Announces Extension of Termination Date and Additional Contribution to Trust Account to Extend Termination Date

Rhea-AI Summary

WinVest Acquisition Corp (NASDAQ: WINV) announced that stockholders approved extending the company's business combination deadline from December 17, 2024, to January 17, 2025. The company can further extend monthly up to June 17, 2025, with board approval and a $30,000 monthly deposit into the trust account by the sponsor. WinVest SPAC , the sponsor, has issued an unsecured promissory note of $180,000 and deposited the first $30,000 extension fee (approximately $0.116 per unredeemed share) into the trust account for the initial one-month extension.

Positive

• Secured shareholder approval for deadline extension
• Flexibility to extend deadline monthly up to June 2025
• Sponsor committed $180,000 via promissory note for extensions

Negative

• Additional monthly costs of $30,000 required for extensions
• Still no completed business combination
• Extension indicates potential delays in finding/closing suitable acquisition target

Insights

Financial Analyst

This SPAC extension announcement carries significant implications for investors. The 1-month extension from December 17, 2024, to January 17, 2025, with potential further extensions up to June 2025, demonstrates ongoing efforts to secure a merger target. The Sponsor's $30,000 monthly contribution ($180,000 total potential) to the trust account, equating to $0.116 per share, provides minimal additional value to shareholders but signals commitment to completing a deal. The extension pattern is typical for SPACs approaching their deadline without a definitive agreement, though the relatively small trust contribution suggests confidence. Shareholders should closely monitor upcoming announcements for potential merger targets or further extension requests.

Legal Expert

The amendment to the charter and trust agreement represents a material change to the SPAC's structure and timeline. The stockholder approval for both the initial extension and the mechanism for five additional monthly extensions without further stockholder votes is noteworthy. The promissory note arrangement with the Sponsor and the trust account contributions are structured to comply with SEC requirements and NASDAQ listing rules. The flexibility to extend monthly up to June 2025 provides significant runway for deal completion while maintaining proper corporate governance through board oversight and advance notice requirements. This legal framework balances shareholder protection with operational flexibility.

Cambridge, MA, Dec. 16, 2024 (GLOBE NEWSWIRE) -- WinVest Acquisition Corp. (NASDAQ: WINV, the “Company”), a special purpose acquisition company, announced today that at a special meeting of its stockholders held on December 10, 2024, the Company’s stockholders voted in favor of a proposal to amend its amended and restated certificate of incorporation, as amended (the “Charter”), to extend the date by which the Company must consummate an initial business combination (the “Termination Date”) from December 17, 2024 to January 17, 2025 (the “Charter Extension Date”), and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested) each time after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by WinVest SPAC LLC, the Company’s sponsor (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2025, or a total of up to six months after the Current Termination Date, unless the closing of the Company’s Business Combination shall have occurred prior thereto, and subject to the deposit by the Sponsor or one or more of its affiliates, members or third-party designees of $30,000 per monthly extension into the Company’s trust account (the “Trust Account”). In connection therewith, on December 16, 2024, the Company issued an unsecured non-interest-bearing promissory note to the Sponsor with a principal amount equal to $180,000.

At the special meeting, the Company’s stockholders also voted in favor of a proposal to effect a corresponding amendment to the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Co. (the “Trustee”) to extend the date on which the Trustee must liquidate the Trust Account from December 17, 2024 to January 17, 2025, 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, 2025 to June 17, 2025.

Following the Special Meeting, the Sponsor notified the Company of its request to extend the Termination Date, and on December 16, 2024, the Sponsor deposited into the Trust Account an aggregate of $30,000 (representing approximately $0.116 per share of common stock issued in the Company’s initial public offering that has not been redeemed), in order to extend the period of time the Company has to complete an initial business combination for an additional one (1) month period, from December 17, 2024 to January 17, 2025. The purpose of the extension is to provide time for the Company to complete an initial business combination.

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

FAQ

How long can WINV extend its business combination deadline?

WINV can extend its deadline monthly up to June 17, 2025, requiring a $30,000 deposit per month from the sponsor.

How much did WINV's sponsor deposit for the first extension?

The sponsor deposited $30,000 (approximately $0.116 per unredeemed share) for the first one-month extension to January 17, 2025.

What is the total amount committed by WINV's sponsor for potential extensions?

The sponsor issued an unsecured promissory note of $180,000 to cover potential monthly extensions through June 2025.

When did WINV shareholders approve the extension amendment?

WINV shareholders approved the extension amendment at a special meeting held on December 10, 2024.