Company Description
WinVest Acquisition Corp. (WINV) is a special purpose acquisition company (SPAC), also described as a blank check company, in the Financial Services sector under the Shell Companies industry classification. According to company disclosures, WinVest Acquisition Corp. was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock or share purchase, reorganization or similar business combination with one or more businesses or entities.
The company’s common stock has been referenced in public communications under the symbol WINV. In press releases, WinVest is described as a publicly traded SPAC that seeks to complete an initial business combination. Its business model centers on identifying a target operating company and combining with that business through a negotiated transaction, rather than operating a traditional, standalone commercial enterprise prior to such a combination.
Business purpose and structure
WinVest Acquisition Corp. states that it is a blank check company whose primary objective is to complete a business combination. This can take the form of a merger, share exchange, asset acquisition, stock purchase, reorganization or similar transaction with one or more businesses. As a SPAC, its activity focuses on evaluating potential targets, negotiating transaction terms and seeking shareholder and regulatory approvals required to close a proposed combination.
Public communications relating to WinVest’s activities reference a proposed initial business combination involving several related entities: WinVest (BVI) Ltd., a wholly owned subsidiary of WinVest Acquisition Corp.; Xtribe P.L.C., a public limited company incorporated and registered in England and Wales; and Xtribe (BVI) Ltd., a wholly owned subsidiary of Xtribe P.L.C. These disclosures describe a Business Combination Agreement that, if completed, is expected to result in a combined company with a new name.
Proposed transaction with Xtribe
WinVest Acquisition Corp. and Xtribe P.L.C. announced that they entered into a definitive business combination agreement with respect to a proposed business combination. Public materials describe this as a transaction that is expected to result in the combined company being publicly listed on Nasdaq upon closing, with the combined company to be renamed "Xtribe Holdings Limited." The boards of directors of both WinVest and Xtribe are described as having approved the proposed transaction, subject to shareholder approvals, regulatory clearances and other customary closing conditions.
Subsequent press releases from WinVest Acquisition Corp. describe a special meeting of stockholders at which stockholders are asked to vote on proposals related to the proposed initial business combination. These communications note that a registration statement on Form F-4, which includes a proxy statement/prospectus relating to the proposed business combination, was declared effective by the U.S. Securities and Exchange Commission. They also describe adjustments to the timing of the special meeting and related deadlines for holders of WinVest’s common stock issued in its initial public offering to submit or withdraw redemption requests in connection with the proposed transaction.
Shareholder actions and approvals
According to company press releases, as of the dates of those communications, a sufficient number of WinVest’s stockholders had voted to approve the proposed business combination. However, the same disclosures state that not all conditions required to effect the closing of the business combination had been satisfied, and that postponements of the special meeting were intended to allow additional time to satisfy closing conditions. These conditions include, among other items, required securityholder approvals, regulatory approvals and other requirements specified in the transaction agreements and related registration statements.
The company also notes in its communications that investors and security holders are urged to review the registration statement, proxy statement/prospectus and other documents filed with the SEC in connection with the proposed business combination, as those materials contain detailed information about WinVest Acquisition Corp., Xtribe and the transaction structure.
Regulatory and listing context
WinVest Acquisition Corp. is described in public communications as a publicly traded SPAC, with references to trading on Nasdaq in connection with the proposed transaction and to the symbol WINV. In later press releases, the company is referenced with the designation OTC: WINV. The company’s disclosures also reference the possibility that WinVest or the combined company may need to meet Nasdaq listing standards, and they identify risks related to the ability to satisfy such standards as part of the broader risk factors associated with the proposed business combination.
As a SPAC, WinVest’s regulatory profile is closely tied to SEC filings such as registration statements, annual reports on Form 10-K and current reports on Form 8-K. Company communications refer to an annual report on Form 10-K for a stated fiscal year and to a registration statement on Form F-4 that includes a proxy statement/prospectus for the proposed business combination, as well as to other documents that may be filed or furnished with the SEC in connection with the transaction.
Risk disclosures and forward-looking statements
WinVest Acquisition Corp.’s press releases include extensive cautionary language regarding forward-looking statements related to the proposed business combination. These disclosures identify risks and uncertainties associated with the timing and likelihood of completion of the transaction, satisfaction or waiver of closing conditions, regulatory approvals, potential changes in market conditions, and other factors that could affect whether the business combination is completed and how the combined company may perform if the transaction closes.
The company directs investors to review risk factor discussions in its annual report on Form 10-K, in the registration statement and in other filings with the SEC. These materials are described as providing further detail on the risks that could cause actual results to differ from expectations expressed in forward-looking statements about WinVest, Xtribe and the proposed transaction.
Position within the SPAC and shell company landscape
Within the Financial Services sector, WinVest Acquisition Corp. is categorized under Shell Companies, reflecting its status as a SPAC formed for the specific purpose of combining with one or more operating businesses. Unlike operating companies that generate revenue from ongoing commercial activities, a SPAC such as WinVest focuses on capital-raising, target identification and transaction execution. Its long-term business profile will depend on whether and how a proposed business combination, such as the transaction with Xtribe, is completed and how any combined company is structured.
Because WinVest’s identity and operations are closely tied to its role as a blank check company and to its proposed business combination, investors and observers often review both WinVest’s disclosures and those of its proposed transaction counterparties to understand the potential characteristics of any post-combination entity.
Key points for WINV stock research
- WinVest Acquisition Corp. is described as a blank check company and SPAC formed to complete a business combination with one or more businesses or entities.
- Public communications reference the trading symbol WINV and describe WinVest as a publicly traded SPAC.
- The company has entered into a definitive business combination agreement with Xtribe P.L.C. and related entities, with a proposed combined company name of Xtribe Holdings Limited upon closing.
- Press releases describe special meetings of stockholders to vote on proposals related to the proposed initial business combination, along with postponements intended to allow additional time to satisfy closing conditions.
- Company materials emphasize that completion of the proposed business combination is subject to various conditions, including shareholder approvals, regulatory approvals and other customary closing requirements.
- Risk factor and forward-looking statement disclosures highlight uncertainties related to the timing, likelihood and potential outcomes of the proposed transaction.
FAQs about WinVest Acquisition Corp. (WINV)
What is WinVest Acquisition Corp.’s primary business purpose?
WinVest Acquisition Corp. describes itself as a blank check company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, stock or share purchase, reorganization or similar business combination with one or more businesses or entities.
How is WinVest Acquisition Corp. classified by industry and sector?
The company is categorized in the Financial Services sector under the Shell Companies industry, reflecting its status as a SPAC rather than an operating company with its own commercial products or services.
What does it mean that WinVest is a blank check company or SPAC?
In WinVest’s case, being a blank check company or SPAC means it was formed to raise capital and then seek a business combination with one or more target businesses, rather than to conduct a traditional operating business before such a transaction. Its disclosures focus on identifying and executing a business combination.
What business combination has WinVest Acquisition Corp. announced?
WinVest Acquisition Corp. and Xtribe P.L.C. announced that they entered into a definitive business combination agreement involving WinVest, WinVest (BVI) Ltd., Xtribe P.L.C. and Xtribe (BVI) Ltd. The proposed transaction is described as a business combination that, if completed, is expected to result in a combined company with the name Xtribe Holdings Limited.
How are WinVest stockholders involved in the proposed business combination?
Company press releases describe special meetings of stockholders at which holders of WinVest’s common stock are asked to vote on proposals related to the proposed initial business combination. These materials also discuss deadlines for public stockholders to submit or withdraw redemption requests in connection with the transaction.
What regulatory filings are associated with WinVest’s proposed business combination?
WinVest’s communications reference a registration statement on Form F-4 that includes a proxy statement/prospectus relating to the proposed business combination, as well as an annual report on Form 10-K and other documents filed or furnished with the SEC. These filings are identified as containing important information about WinVest, Xtribe and the transaction.
Has the proposed business combination with Xtribe been completed?
Press releases describe that a sufficient number of WinVest’s stockholders had voted to approve the proposed business combination but also state that not all conditions to closing had been satisfied, and that special meetings were postponed to allow more time to satisfy those conditions. The materials provided do not state that the business combination has closed.
What risks does WinVest highlight regarding the proposed business combination?
WinVest’s public communications include cautionary statements about forward-looking information, noting risks related to the timing and likelihood of completion of the business combination, satisfaction or waiver of closing conditions, regulatory approvals, potential market reactions, integration challenges and other factors described in its Form 10-K, registration statements and related SEC filings.
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