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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 16, 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
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 June 2, 2025 (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 $90,000 to be deposited into the trust account (the “Trust Account”)
established in connection with the Company’s initial public offering (the “IPO”).
On
June 16, 2025, the stockholders of the Company approved the Extension Amendment Proposal at the Extension Meeting. Accordingly, on June
16, 2025, the Company issued an unsecured promissory note in the principal amount of $90,000 (the “Note”) to the Sponsor,
pursuant to which the Sponsor agreed to loan to the Company up to $90,000 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 July 17, 2025 (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 June 17, 2025 to July 17, 2025, and to allow the Company, without another
stockholder vote, to further extend the Liquidation Date up to two times, for up to an additional one month each time, from July 17,
2025 to September 17, 2025, by causing $30,000 to be deposited into the Trust Account for each such extension (the “Trust Agreement
Extension Amendment”). On June 16, 2025, 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.
Trust
Agreement Disbursement Amendment
On
June 17, 2025, the Company and Continental entered into an amendment to the Trust Agreement (the “Trust Agreement Disbursal Amendment”)
to provide that in the event of the Company’s dissolution, up to $100,000 of interest income earned on the Trust Account may be
used to cover the Company’s liquidation and dissolution expenses, consistent with the Company’s historic disclosure on the
terms of the Trust Agreement.
The
foregoing description of the Trust Agreement Disbursement Amendment is a summary only and is qualified in its entirety by reference to
the full text of the Trust Agreement Disbursement Amendment, a copy of which is attached as Exhibit 10.3 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 June 17, 2025 (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 two 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, 2025, or a total
of up to three 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 June 17, 2025, 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
June 16, 2025, 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 June 2, 2025.
Holders
of 2,847,267 shares of Common Stock held of record as of May 30, 2025, the record date for the Extension Meeting, were present in person
or by proxy, representing approximately 90.9% 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 |
| 2,847,267 | |
0 | |
0 |
The
Trust Amendment Proposal
| For | |
Against | |
Abstain |
| 2,847,267 | |
0 | |
0 |
The
Adjournment Proposal
| For | |
Against | |
Abstain |
| 2,847,267 | |
0 | |
0 |
In
connection with the vote to approve the Extension Amendment, the holders of 527 Public
Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of
approximately $12.92 per share, for an aggregate redemption amount of approximately $6,808. Following such redemptions, approximately
$3,336,054 was left in trust and 258,251 Public Shares remained outstanding.
Item
7.01. Regulation FD Disclosure.
On
June 18, 2025, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated by reference herein, announcing the approval by stockholders of the Extension Amendment Proposal and the Trust Amendment
Proposal, the issuance of the Note and the extension of the Termination Date.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in
such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute
a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination
of such information is required by Regulation FD.
| 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 June 16, 2025, by and between the Company and the Sponsor |
| 10.2 |
|
Amendment No. 5 to Investment Management Trust Agreement, dated September 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee |
| 10.3 |
|
Amendment No. 6 to Investment Management Trust Agreement, dated September 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee |
| 99.1 |
|
Press Release, issued June 18, 2025 (furnished pursuant to Item 7.01) |
| 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:
June 18, 2025
| |
WINVEST
ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Manish Jhunjhunwala |
| |
Name:
|
Manish
Jhunjhunwala |
| |
Title: |
Chief
Executive Officer and Chief Financial Officer |
