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WinVest Acquisition Corp. (WINV) taps final $30K note draw to push deal deadline

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

WinVest Acquisition Corp. reported that it has drawn the sixth $30,000 installment under its previously issued $180,000 unsecured Promissory Note from its sponsor, WinVest SPAC LLC. The note bears no interest and matures upon either the closing of an initial business combination or the company’s liquidation.

On August 10, 2026, the sponsor deposited the additional $30,000 into the company’s trust account, extending the business combination deadline, or Termination Date, from August 17, 2026 to September 17, 2026. The extension funds in the trust account will ultimately be distributed either to public shareholders upon liquidation or to public shareholders who elect redemption in connection with a business combination.

Positive

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Negative

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Filing Explained

The filing adds that if no Business Combination occurs, the $180,000 unsecured note is repayable only from amounts remaining outside the Trust Account; the $30,000 sixth draw deposited in the Trust Account is reserved for public-share distributions or redemptions.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Promissory Note Principal $180,000 Unsecured note issued to WinVest SPAC LLC for extension funding
Per-Draw Amount $30,000 Each of up to six equal drawdowns under the Promissory Note
Sixth Drawdown $30,000 Amount drawn and deposited into the trust account on August 10, 2026
Extension Period 1 month Termination Date moved from August 17, 2026 to September 17, 2026
Common Stock Par Value $0.0001 per share Par value of common stock associated with public shares
Promissory Note financial
"issued an unsecured promissory note in the principal amount of $180,000"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
Trust Account financial
"deposit such sum into the Trust Account in connection with the extension"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Business Combination financial
"date by which the Company must consummate an initial business combination"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Public Shares financial
"holders of Public Shares who elect to have their shares redeemed"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What did WINV disclose about its new financial obligation in this 8-K?

WinVest Acquisition Corp. drew its sixth $30,000 installment under a $180,000 unsecured Promissory Note from its sponsor, with funds deposited into the trust account to support extending its business combination deadline.

How much has WINV borrowed in total under the $180,000 Promissory Note?

The company may borrow up to $180,000 in six equal $30,000 drawdowns. On August 10, 2026, it completed the sixth $30,000 draw, indicating the full amount has been made available under the note.

How did the August 10, 2026 drawdown affect WINV’s business combination deadline?

The August 10, 2026 drawdown and deposit of $30,000 into the trust account extended WinVest Acquisition Corp.’s Termination Date from August 17, 2026 to September 17, 2026 for completing a business combination.

What are the repayment terms of WINV’s $180,000 Promissory Note?

The $180,000 unsecured Promissory Note bears no interest and matures on the earlier of closing a business combination or liquidation. If no deal occurs, repayment will come only from funds remaining outside the trust account, if any.

How will the additional $30,000 deposited affect WINV public shareholders?

The extra $30,000 deposited into the trust account will be distributed either to all public shareholders upon liquidation or to public shareholders who redeem their shares in connection with completing a business combination.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 10, 2026

 

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   OTC Markets Group Inc.
Common Stock, par value $0.0001 per share   WINV‌   OTC Markets Group Inc.
Warrants to acquire 1/2 of a‌ share of Common Stock   WINVW‌   OTC Markets Group Inc.
Rights to acquire one-fifteenth‌ of one share of Common Stock   WINVR‌   OTC Markets Group Inc.

 

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 March 16, 2026, WinVest Acquisition Corp. (the “Company”) issued an unsecured promissory note in the principal amount of $180,000 (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 $180,000 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 $30,000. 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.

 

On August 10, 2026, the Company effected the sixth drawdown of $30,000 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 August 17, 2026 to September 17, 2026. Such amounts will be distributed either to: (i) all of the holders of shares of the Company’s common stock, par value $0.0001 per share, 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.

 

 

 

 

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: August 14, 2026  
   
  WINVEST‌ ACQUISITION CORP.
     
  By: /s/ Manish‌ Jhunjhunwala‌
  Name: Manish Jhunjhunwala‌
  Title: Chief Executive Officer and Chief Financial Officer

 

 

 

Filing Exhibits & Attachments

4 documents