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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): October 16, 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 September 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
October 16, 2026, the Company effected the second drawdown of $30,000 under the Promissory Note and the Sponsor deposited such sum into
the Trust Account in connection with the extension of the Termination Date from October 17, 2026 to November 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:
October 19, 2026 |
|
| |
|
| |
WINVEST
ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Manish Jhunjhunwala |
| |
Name:
|
Manish
Jhunjhunwala |
| |
Title: |
Chief
Executive Officer and Chief Financial Officer |
