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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): June 27, 2025
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
8.01. Other Events.
As
previously reported, on May 30, 2025, WinVest Acquisition Corp. (the “Company”) convened and then determined to adjourn,
without conducting any business, its special meeting of stockholders (the “Special Meeting”) to Friday, June 27, 2025, at
11:00 a.m., Eastern Time, to permit further solicitation of proxies. On June 27, 2025, the Company reconvened and then determined to
further adjourn, without conducting any business, the Special Meeting in order to permit further solicitation of proxies. The adjourned
meeting will reconvene on Friday, July 25, 2025, at 11:00 a.m., Eastern Time. There is no change to the location, the record date, the
purpose or any of the proposals to be acted upon at the Special Meeting.
At
the reconvened Special Meeting, stockholders will be asked to vote on proposals described in the Company’s registration statement
on Form F-4, declared effective by the Securities and Exchange Commission (the “SEC”) on March 31, 2025 (the “Registration
Statement”), which includes a proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”)
relating to the proposed initial business combination (the “Business Combination”) by and among the Company, WinVest (BVI)
Ltd., a British Virgin Islands business company registered with company number 2157117 and a wholly owned subsidiary of the Company (“WinVest
BVI”), Xtribe P.L.C., a public limited company incorporated and registered in England and Wales with number 07878011 (“Xtribe
PLC”), and Xtribe (BVI) Ltd., a British Virgin Islands business company registered with company number 2157137 and a wholly-owned
subsidiary of Xtribe PLC (“Xtribe BVI,” and together with Xtribe PLC, “Xtribe”). The Company encourages all of
its stockholders to read the Proxy Statement/Prospectus, which is available on the SEC’s website at www.sec.gov and on the voting
platform at https://www.cstproxy.com/winvestacquisition/2025. Stockholders may cast their votes by visiting https://www.cstproxy.com/winvestacquisition/2025
before or during the reconvened Special Meeting. Stockholders of the Company who have previously submitted their proxy or otherwise voted
and who do not want to change their vote do not need to take any action.
As
a result of the adjournment of the Special Meeting, the deadline for holders of the Company’s common stock, par value $0.0001 per
share (“Common Stock”), issued in its initial public offering to submit their shares for redemption in connection with the
Business Combination is being extended to 5:00 p.m., Eastern time, on Wednesday, July 23, 2025. Stockholders who may wish to withdraw
their previously submitted redemption requests may do so at any time prior to the Special Meeting or such other date as determined by
the Company, by requesting the Company’s transfer agent, Continental Stock Transfer & Trust Company, to return such shares.
Additional
Information and Where to Find It
This
Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities
of Xtribe, the combined company or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of
1933, as amended (the “Securities Act”).
In
connection with the proposed Business Combination, the Company, WinVest BVI and Xtribe BVI filed the Registration Statement, which includes
the Proxy Statement/Prospectus. The Company has mailed the Proxy Statement/Prospectus to its stockholders of record as of March 31, 2025.
The Company will also file other documents regarding the Business Combination with the SEC. Before making any voting decision, investors
and security holders of the Company are urged to read the Registration Statement, the Proxy Statement/Prospectus and all other relevant
documents filed or that will be filed with the SEC in connection with the Business Combination as they become available because they
will contain important information about the Business Combination.
Investors
and security holders may obtain free copies of the Registration Statement, the Proxy Statement/Prospectus and all other relevant documents
filed or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov.
No
Offer of Solicitation
This
Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities
of Xtribe, the combined company or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Participants
in the Solicitation
The
Company and Xtribe, certain stockholders of the Company, and the Company’s and Xtribe’s respective directors, executive officers
and employees and other persons, may be deemed to be participants in the solicitation of proxies from the holders of Common Stock in
connection with the Business Combination. Information about the Company’s directors and executive officers and their ownership
of Common Stock is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with
the SEC on March 6, 2025 (the “Form 10-K”), as modified or supplemented by any Form 3 or Form 4 filed with the SEC since
the date of that filing. Other information regarding the identity of and interests of the participants in the proxy solicitation, including
Xtribe’s directors and executive officers, is included in the Registration Statement. These documents can be obtained free of charge
from the sources indicated above.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements made in this Current Report on Form 8-K are “forward looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Statements that are not historical facts,
including statements about the proposed transaction described herein, and the parties’ perspectives and expectations, are forward-looking
statements. The words “anticipate,” “expect,” “believe,” “estimate,” “intend,”
“may,” “plan,” “proposed,” “seek,” “will,” “would,” and similar
expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject
to various risks, uncertainties and assumptions (including assumptions about general economic, market, industry and operational factors),
known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such
risks and uncertainties include, but are not limited to: risks related to the expected timing and likelihood of completion of the Business
Combination, including the risk that the Business Combination may not close due to the failure to receive the required securityholder
approvals or due to one or more other closing conditions to the transaction not being satisfied or waived, such as regulatory approvals
not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for
the consummation of the Business Combination or required certain conditions, limitations or restrictions in connection with such approvals;
the risk that the Company may not receive the benefits of the Business Combination; the Company’s or the combined company’s
inability to meet Nasdaq’s listing standards; the costs related to the Business Combination; Xtribe’s ability to manage growth;
Xtribe’s ability to execute its business plan; risks related to the ability of the Company and Xtribe to successfully integrate
their respective businesses; general economic and market conditions; the occurrence of any event, change or other circumstances that
could give rise to the termination of the applicable transaction agreements; the risk that there may be a material adverse change with
respect to the financial position, performance, operations or prospects of Xtribe or the Company; risks related to disruption of management
time from ongoing business operations due to the Business Combination; the risk that any announcements relating to the Business Combination
could have adverse effects on the market price of the Company’s securities; the risk that the Business Combination and its announcement
could have an adverse effect on the ability of Xtribe to retain customers and retain and hire key personnel and maintain relationships
with their suppliers and customers and on their operating results and businesses generally; and risks relating to the combined company’s
ability to enhance its services and products, execute its business strategy, expand its customer base and maintain stable relationship
with its business partners.
A
further list and description of risks and uncertainties can be found in the Company’s Form 10-K, the Registration Statement and
other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on these forward-looking
statements. Forward-looking statements relate only to the date they were made, and the Company, Xtribe and their subsidiaries undertake
no obligation to update or revise forward-looking statements, whether as a result of new information or to reflect events or circumstances
occurring after the date they were made except, as required by law or applicable regulation.
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:
June 27, 2025
| |
WINVEST
ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Manish Jhunjhunwala |
| |
Name:
|
Manish
Jhunjhunwala |
| |
Title: |
Chief
Executive Officer and Chief Financial Officer |
