What recent draw did WINV make under the sponsor promissory note?

On April 10, 2026, WinVest Acquisition Corp. drew a second $30,000 installment under the promissory note. The sponsor deposited this sum into the trust account, supporting the extension of the company’s business combination deadline from April 17, 2026 to May 17, 2026.

Does the WINV sponsor promissory note bear interest or have collateral?

The promissory note is unsecured and does not bear interest. It matures upon the earlier of closing an initial business combination or the company’s liquidation. These terms mean the sponsor provides short-term, interest-free funding without specific collateral backing the obligation.

WinVest taps $30K note to extend merger deadline

WinVest Acquisition Corp. disclosed that it drew a second installment of $30,000 under a previously issued unsecured promissory note of $180,000 with its sponsor to fund a deadline extension for completing a business combination.

Filing Impact

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Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

WinVest Acquisition Corp. disclosed that it drew a second installment of $30,000 under a previously issued unsecured promissory note of $180,000 with its sponsor to fund a deadline extension for completing a business combination.

The sponsor deposited the $30,000 into the company’s trust account, extending the termination date for completing an initial business combination from April 17, 2026 to May 17, 2026. The note bears no interest and matures upon either closing a business combination or the company’s liquidation. If no deal is completed, repayment will come only from funds held outside the trust account, and the extension funds in the trust will ultimately be distributed to public shareholders through redemption or liquidation.

8-K Event Classification

Item 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

1 item

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.

Key Figures

Promissory note principal: $180,000 Second drawdown amount: $30,000 Maximum number of drawdowns: 6 tranches of $30,000 +2 more

5 metrics

Promissory note principal $180,000 Unsecured sponsor note for business combination extensions

Second drawdown amount $30,000 Drawn on April 10, 2026 and deposited into trust

Maximum number of drawdowns 6 tranches of $30,000 Structure of draws under the $180,000 promissory note

Original termination date April 17, 2026 Deadline to complete an initial business combination before extension

Extended termination date May 17, 2026 New deadline after April 10, 2026 drawdown

Key Terms

Promissory Note, Trust Account, initial business combination, liquidation, +1 more

5 terms

Promissory Note financial

"issued an unsecured promissory note in the principal amount of $180,000 (the “Promissory Note”)"

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.

initial business combination financial

"the date by which the Company must consummate an initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

liquidation financial

"matures upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation"

Liquidation is the process of turning a company’s assets into cash to pay off debts and close the business, often by selling property, inventory or investments. For investors it matters because liquidation determines whether there will be any money left for shareholders after creditors are paid and how much they might recover — like a garage sale where items are sold to settle bills, with leftovers (if any) shared last.

Public Shares financial

"all of the holders of shares of the Company’s common stock ... (“Public Shares”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did WinVest Acquisition Corp. (WINV) announce in this 8-K?

WinVest Acquisition Corp. reported drawing a second $30,000 installment under a $180,000 unsecured promissory note from its sponsor. The cash was deposited into the trust account to fund extending the deadline to complete an initial business combination by one month.

How much can WinVest Acquisition Corp. (WINV) borrow under the promissory note?

The company can borrow up to a total principal amount of $180,000 under the unsecured promissory note. This amount may be drawn in up to six equal tranches of $30,000 each, specifically to support extensions of the deadline to complete a business combination.

When does WinVest Acquisition Corp.’s extended business combination deadline now expire?

Following the latest extension funding, WinVest Acquisition Corp.’s termination date for completing an initial business combination moved from April 17, 2026 to May 17, 2026. This additional month gives the company more time to finalize a suitable merger or acquisition transaction.

How will the extension funds affect holders of WINV public shares?

The $30,000 extension amount deposited into the trust will ultimately benefit public shareholders. It will be distributed either upon liquidation to all public shareholders, or to those public shareholders who elect redemption in connection with the completion of an initial business combination by the company.

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

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Accepted by SEC EDGAR 04/15/2026 - 11:50 AM EDT

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): April 15, 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 April 10, 2026, the Company effected the second 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 April 17, 2026 to May 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: April 15, 2026

	WINVEST‌ ACQUISITION CORP.

	By:	/s/ Manish‌ Jhunjhunwala‌
	Name:	Manish Jhunjhunwala‌
	Title:	Chief Executive Officer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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