WinVest Acquisition Corp. Announces Postponement of Special Meeting of Stockholders

Rhea-AI Summary

WinVest Acquisition Corp. (OTC: WINV) has announced the postponement of its special meeting of stockholders, originally scheduled for August 22, 2025. The meeting will discuss the proposed business combination between WinVest and Xtribe PLC.

The new record date is set for September 30, 2025, with the meeting date to be determined. While sufficient stockholder votes have been received to approve the combination, not all closing conditions have been met. The postponement extends the deadline for stockholders to submit shares for redemption to two business days before the new meeting date.

The meeting will address proposals detailed in the company's F-4 registration statement, which was declared effective by the SEC on March 31, 2025.

Positive

• Sufficient stockholder votes already secured for business combination approval
• Extended deadline gives shareholders more flexibility for redemption decisions

Negative

• Delay in meeting indicates pending closing conditions remain unsatisfied
• Uncertainty around final meeting date could impact investor planning
• Potential risk of deal complications due to extended timeline

Insights

Corporate Restructuring Specialist

WinVest's postponed shareholder meeting signals potential complications in its merger with Xtribe despite sufficient shareholder approval.

WinVest Acquisition Corp has postponed its special stockholder meeting previously scheduled for August 22, 2025, with no new date announced yet. The record date has been pushed to September 30, 2025. This delay is particularly noteworthy because the company explicitly states that while sufficient stockholder votes have already been secured to approve the business combination with Xtribe, "all of the conditions to effect the closing" have not yet been satisfied.

This postponement extends the redemption deadline for common stockholders, allowing them more time to request share redemptions before the eventual meeting. The underlying purpose of the special meeting remains unchanged - to vote on the proposed business combination between WinVest and Xtribe entities, including both the UK-based Xtribe P.L.C. and its British Virgin Islands subsidiary.

The announcement reveals a procedural complication in what should have been the final stage of this merger process. When SPACs explicitly state that closing conditions remain unsatisfied despite shareholder approval, it typically indicates regulatory hurdles, due diligence issues, or financing complications that require resolution. The lack of a specified new meeting date suggests uncertainty about how quickly these issues can be resolved, which introduces timing risk to the transaction's completion.

Cambridge, MA, Aug. 21, 2025 (GLOBE NEWSWIRE) -- WinVest Acquisition Corp. (OTC: WINV, the “Company”) announced today that its upcoming special meeting of stockholders (the “Special Meeting”), which was previously scheduled for 11:00 a.m., Eastern Time, on August 22, 2025, has been postponed to a later date. The meeting date of the Special Meeting will be announced when determined by the board of directors of the Company. The record date for the Special Meeting will be September 30, 2025. There is no change to the location, the purpose or any of the proposals to be acted upon at the Special Meeting.

At the Special Meeting, stockholders will be asked to vote on proposals described in the Company’s registration statement on Form F-4, declared effective by the Securities and Exchange Commission (the “SEC”) on March 31, 2025 (the “Registration Statement”), which includes a proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) relating to the proposed initial business combination (the “Business Combination”) by and among the Company, WinVest (BVI) Ltd., a British Virgin Islands business company registered with company number 2157117 and a wholly owned subsidiary of the Company (“WinVest BVI”), Xtribe P.L.C., a public limited company incorporated and registered in England and Wales with number 07878011 (“Xtribe PLC”), and Xtribe (BVI) Ltd., a British Virgin Islands business company registered with company number 2157137 and a wholly-owned subsidiary of Xtribe PLC (“Xtribe BVI,” and together with Xtribe PLC, “Xtribe”).

As a result of the postponement of the Special Meeting, the deadline for holders of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued in its initial public offering to submit their shares for redemption in connection with the Business Combination is being extended to 5:00 p.m., Eastern time, on the day that is two business days before the date of the Special Meeting. Stockholders who may wish to withdraw their previously submitted redemption requests may do so at any time prior to the Special Meeting or such other date as determined by the Company, by requesting the Company’s transfer agent, Continental Stock Transfer & Trust Company, to return such shares.

As of the date hereof, a sufficient number of the Company’s stockholders have voted to approve the proposed Business Combination. However, all of the conditions to effect the closing of the Business Combination have not yet been satisfied. The postponement is intended to permit more time to satisfy the closing conditions.

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.

Additional Information and Where to Find It

In connection with the proposed Business Combination, the Company, WinVest BVI and Xtribe BVI filed the Registration Statement, which includes the Proxy Statement/Prospectus. The Company has mailed the Proxy Statement/Prospectus to its stockholders of record as of March 31, 2025. The Company will also file other documents regarding the Business Combination with the SEC. Before making any voting decision, investors and security holders of the Company are urged to read the Registration Statement, the Proxy Statement/Prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination as they become available because they will contain important information about the Business Combination.

Investors and security holders may obtain free copies of the Registration Statement, the Proxy Statement/Prospectus and all other relevant documents filed or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov.

No Offer of Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Xtribe, the combined company or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

Participants in the Solicitation

The Company and Xtribe, certain stockholders of the Company, and the Company’s and Xtribe’s respective directors, executive officers and employees and other persons, may be deemed to be participants in the solicitation of proxies from the holders of Common Stock in connection with the Business Combination. Information about the Company’s directors and executive officers and their ownership of Common Stock is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 6, 2025 (the “Form 10-K”), as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of that filing. Other information regarding the identity of and interests of the participants in the proxy solicitation, including Xtribe’s directors and executive officers, is included in the Registration Statement. These documents can be obtained free of charge from the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the proposed transaction described herein, and the parties’ perspectives and expectations, are forward-looking statements. The words “anticipate,” “expect,” “believe,” “estimate,” “intend,” “may,” “plan,” “proposed,” “seek,” “will,” “would,” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks, uncertainties and assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

Such risks and uncertainties include, but are not limited to: risks related to the expected timing and likelihood of completion of the Business Combination, including the risk that the Business Combination may not close due to the failure to receive the required securityholder approvals or due to one or more other closing conditions to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the Business Combination or required certain conditions, limitations or restrictions in connection with such approvals; the risk that the Company may not receive the benefits of the Business Combination; the Company’s or the combined company’s inability to meet Nasdaq’s listing standards; the costs related to the Business Combination; Xtribe’s ability to manage growth; Xtribe’s ability to execute its business plan; risks related to the ability of the Company and Xtribe to successfully integrate their respective businesses; general economic and market conditions; the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of Xtribe or the Company; risks related to disruption of management time from ongoing business operations due to the Business Combination; the risk that any announcements relating to the Business Combination could have adverse effects on the market price of the Company’s securities; the risk that the Business Combination and its announcement could have an adverse effect on the ability of Xtribe to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; and risks relating to the combined company’s ability to enhance its services and products, execute its business strategy, expand its customer base and maintain stable relationship with its business partners.

A further list and description of risks and uncertainties can be found in the Company’s Form 10-K, the Registration Statement and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Company, Xtribe and their subsidiaries undertake no obligation to update or revise forward-looking statements, whether as a result of new information or to reflect events or circumstances occurring after the date they were made except, as required by law or applicable regulation.

Contact:

WinVest Acquisition Corp.
Manish Jhunjhunwala
(617) 658-3094

FAQ

When is WinVest Acquisition Corp's (WINV) rescheduled special stockholder meeting?

The new meeting date has not been announced yet. The board of directors will determine and announce the date, with a record date set for September 30, 2025.

What is the purpose of WINV's special stockholder meeting?

The meeting will vote on proposals related to the business combination between WinVest and Xtribe PLC, as detailed in the company's F-4 registration statement.

Why did WinVest (WINV) postpone its special stockholder meeting?

The postponement is intended to provide more time to satisfy all closing conditions for the business combination, although sufficient stockholder votes for approval have already been received.

What is the new redemption deadline for WINV stockholders?

Stockholders can submit shares for redemption until 5:00 p.m. Eastern time, two business days before the new special meeting date.

Has the WINV-Xtribe business combination been approved by shareholders?

Yes, a sufficient number of stockholders have already voted to approve the business combination, but other closing conditions remain unsatisfied.