false
--12-31
0001854463
0001854463
2026-03-17
2026-03-17
0001854463
WINV:UnitsEachConsistingOfOneShareOfCommonStockOneRedeemableWarrantAndOneRightMember
2026-03-17
2026-03-17
0001854463
WINV:CommonStockParValue0.0001PerShareMember
2026-03-17
2026-03-17
0001854463
WINV:WarrantsToAcquire12OfShareOfCommonStockMember
2026-03-17
2026-03-17
0001854463
WINV:RightsToAcquireOnefifteenthOfOneShareOfCommonStockMember
2026-03-17
2026-03-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 17, 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
1.01. Entry into a Material Definitive Agreement.
Promissory
Note
As
disclosed in the definitive proxy statement filed by WinVest Acquisition Corp. (the “Company”) with the Securities and Exchange
Commission (the “SEC”) on February 26, 2026 (the “Proxy Statement”), relating to a special meeting of stockholders
(the “Extension Meeting”), WinVest SPAC LLC, the Company’s sponsor (the “Sponsor”), agreed that if the
Extension Amendment Proposal (as defined below) was approved at the Extension Meeting, it or one or more of its affiliates, members or
third-party designees would lend to the Company up to $180,000 to be deposited into the trust account (the “Trust Account”)
established in connection with the Company’s initial public offering (the “IPO”).
On
March 13, 2026, the stockholders of the Company approved the Extension Amendment Proposal at the Extension Meeting. Accordingly, on March
16, 2026, the Company issued an unsecured promissory note in the principal amount of $180,000 (the “Note”) to 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 Note does
not bear interest and matures upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation.
In the event that the Company does not consummate a Business Combination, the Note will be repaid only from amounts remaining outside
of the Trust Account, if any.
The
Company has caused $30,000 to be deposited into the Trust Account in connection with the first drawdown under the Note pursuant to the
extension of the Termination Date to April 17, 2026 (the “Charter Extension Date”), and will cause an additional $30,000
to be deposited into the Trust Account for each subsequent Extension (as defined below) that is needed by the Company to complete a Business
Combination. 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 (“Common Stock”), issued as part of the units sold in the IPO (the “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.
The
foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
Trust
Agreement Extension Amendment
At
the Extension Meeting, the Company’s stockholders approved a proposal (the “Trust Amendment Proposal”) to amend the
Investment Management Trust Agreement (the “Trust Agreement”), dated as of September 14, 2021, by and between the Company
and Continental Stock Transfer and Trust Company (“Continental”), to extend the date on which Continental must liquidate
the Trust Account (the “Liquidation Date”) from March 17, 2026 to April 17, 2026, and to allow the Company, without another
stockholder vote, to further extend the Liquidation Date up to five times, for up to an additional one month each time, from April 17,
2026 to September 17, 2026, by causing $30,000 to be deposited into the Trust Account for each such extension (the “Trust Agreement
Extension Amendment”). On March 16, 2026, the Company and Continental entered into the Trust Agreement Extension Amendment.
The
foregoing description of the Trust Agreement Extension Amendment is a summary only and is qualified in its entirety by reference to the
full text of the Trust Agreement Extension Amendment, a copy of which is attached as Exhibit 10.2 hereto and is incorporated by reference
herein.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At
the Extension Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate
of incorporation, as amended (the “Certificate of Incorporation,” and such amendment, the “Extension Amendment”),
to extend the Termination Date from March 17, 2026 (the “Current Termination Date”) to the Charter Extension Date, and to
allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times
by an additional one month (or such shorter period as may be requested by the Sponsor) each time (each, an “Extension”) after
the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’
advance notice prior to the applicable Termination Date, until September 17, 2026, or a total of up to six months after the Current Termination
Date, unless the closing of the Company’s Business Combination shall have occurred prior thereto (the “Extension Amendment
Proposal”). Following stockholder approval of the Extension Amendment Proposal at the Extension Meeting, on March 16, 2026, the
Company filed the Extension Amendment with the Delaware Secretary of State.
The
foregoing description of the Extension Amendment is a summary only and is qualified in its entirety by reference to the full text of
the Extension Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
March 13, 2026, the Company held the Extension Meeting to approve (i) the Extension Amendment Proposal, (ii) the Trust Amendment Proposal,
and (iii) a proposal to adjourn the Extension Meeting, if necessary, in the event there were insufficient shares of Common Stock represented
to constitute a quorum at the Extension Meeting or approve the Extension Amendment Proposal and the Trust Amendment Proposal (the “Adjournment
Proposal”), each as more fully described in the definitive proxy statement filed by the Company with the Securities and Exchange
Commission on February 26, 2026.
Holders
of 2,963,540 shares of Common Stock held of record as of February 13, 2026, the record date for the Extension Meeting, were present in
person or by proxy, representing approximately 95.75% of the voting power of the shares of Common Stock issued and outstanding as of
the record date for the Extension Meeting, and constituting a quorum for the transaction of business.
The
voting results for the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal were as follows:
The
Extension Amendment Proposal
| For |
|
Against |
|
Abstain |
| 2,963,540 |
|
0 |
|
0 |
The
Trust Amendment Proposal
| For |
|
Against |
|
Abstain |
| 2,963,540 |
|
0 |
|
0 |
The
Adjournment Proposal
| For |
|
Against |
|
Abstain |
| 2,963,540 |
|
0 |
|
0 |
In
connection with the vote to approve the Extension Amendment, the holders of 14,086 Public Shares properly exercised their right to redeem
their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $13.65 per share, for an aggregate
redemption amount of approximately $192,276.22. Following such redemptions, approximately $2,811,251.63 was left in trust and 205,950
Public Shares remained outstanding.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Extension Amendment to Amended and Restated Certificate of Incorporation |
| 10.1 |
|
Promissory Note, dated March 16, 2026, by and between the Company and the Sponsor |
| 10.2 |
|
Amendment No. 8 to Investment Management Trust Agreement, dated September 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
March 17, 2026
| |
WINVEST
ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Manish Jhunjhunwala |
| |
Name: |
Manish
Jhunjhunwala |
| |
Title: |
Chief
Executive Officer and Chief Financial Officer |
