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 December 5, 2022, WinVest Acquisition Corp. (the
“Company”) issued an unsecured promissory note in the principal amount of
$750,000 (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 $750,000 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 $125,000, such amount
representing approximately $0.066 per unredeemed Public Share (as defined
below). 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. Upon the
consummation of a Business Combination, the Sponsor may elect to convert any
portion or all of the amount outstanding under the Promissory Note into private
warrants (each, a “Private Warrant”) to purchase shares of the Company’s common
stock, par value $0.0001 per share (“Common Stock”), at a conversion price of
$0.50 per Private Warrant. Such Private Warrants will be identical to the
private placement warrants issued to the Sponsor at the time of the IPO.
On January 12, 2023, the Company effected the second drawdown of $125,000 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 January
17, 2023 to February 17, 2023. Such amounts will be distributed either to: (i)
all of the holders of shares of Common Stock 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.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02.
An aggregate of 1,500,000 Private Warrants of the Company would be issued if the
entire principal balance of the Promissory Note is converted. The Private
Warrants would be exercisable subject to their terms and conditions during the
exercise period provided in the warrant agreement governing the Private
The sale of the Promissory Note and any Private Warrants issuable upon
conversion of the Promissory Note is exempt from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to
Section 4(a)(2) thereof and Regulation D thereunder. The Company has not engaged
in general solicitation or advertising with regard to the issuance and sale of
the Promissory Note and Private Warrants and has not offered securities to the
public in connection with such issuance and sale. The Company relied, in part,
upon representations from the Sponsor that the Sponsor is an accredited investor
as defined in Regulation D under the Securities Act.
Item 7.01. Regulation FD Disclosure.
On January 13, 2023, 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 extension of the Termination Date from January
17, 2023 to February 17, 2023.
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, 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 ?99.1 Press Release, issued ?January 13, ?2023 (furnished pursuant to Item 7.01) . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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