M&A - WinVest Acquisition Corp.

Form Type: 425

Filing Date: 2025-06-27

Corporate Action: Merger

Type: Update

Accession Number: 000164117225016933

Filing Summary: On June 27, 2025, WinVest Acquisition Corp. reconvened its Special Meeting initially adjourned on May 30, 2025, to allow further solicitation of proxies regarding its proposed Business Combination, which involves WinVest (BVI) Ltd. and Xtribe PLC. The reconvened meeting, which did not conduct any business, is set to continue on July 25, 2025. Stockholders are encouraged to review the Proxy Statement/Prospectus filed with the SEC on March 31, 2025, and vote on various proposals related to the Business Combination. The deadline for stockholders wishing to redeem shares in connection with the merger has been extended to July 23, 2025. This Current Report serves as an update on the Special Meeting and does not constitute a proxy solicitation or offer for any of the involved companies' securities.

Form Type: 8-K

Filing Date: 2025-06-27

Corporate Action: Merger

Type: Update

Accession Number: 000164117225016930

Filing Summary: WinVest Acquisition Corp. reported events regarding its special meeting of stockholders initially scheduled for May 30, 2025. The meeting was adjourned and rescheduled for June 27, 2025, allowing additional time for proxy solicitation. However, upon reconvening on June 27, the meeting was again adjourned without business being conducted to further solicit proxies. The next reconvened meeting is set for July 25, 2025. Investors will vote on proposals related to a proposed initial business combination with WinVest (BVI) Ltd., Xtribe P.L.C., and Xtribe (BVI) Ltd., as detailed in the Proxy Statement/Prospectus linked to the effective Registration Statement filed on March 31, 2025. Additionally, the deadline for holders of common stock to redeem shares in relation to the business combination was extended to July 23, 2025, at 5:00 p.m. Eastern time. This delay emphasizes the ongoing process of merger preparation and shareholder engagement.

Form Type: 425

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000164117225013126

Filing Summary: On May 30, 2025, WinVest Acquisition Corp. adjourned its special meeting of stockholders to allow for further solicitation of proxies regarding the proposed Business Combination with WinVest (BVI) Ltd. and Xtribe. The meeting will reconvene on June 27, 2025, at 11:00 a.m. Eastern Time, with stockholders expected to vote on proposals related to the Business Combination described in the Registration Statement filed with the SEC on March 31, 2025. The deadline for common stockholders to submit their shares for redemption in connection with this Business Combination has been extended to June 25, 2025, at 5:00 p.m. Eastern Time. Stockholders are encouraged to read the Proxy Statement/Prospectus available on the SEC's website for detailed information regarding the Business Combination.

Form Type: DEF 14A

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000164117225013170

Filing Summary: WinVest Acquisition Corp. has filed a proxy statement to convene a special meeting of stockholders on June 16, 2025, to vote on several key proposals. The first proposal is an Extension Amendment Proposal which seeks to extend the date by which the company must complete its initial business combination from June 17, 2025 to July 17, 2025, and allows for further extensions upon board resolution. The second is a Trust Amendment Proposal to extend the liquidation date of the Trust Account from June 17, 2025 to July 17, 2025. Additionally, an Adjournment Proposal is included to allow the meeting to be postponed if necessary. These extensions are critical for the company to finalize its business combination with Xtribe P.L.C., which includes a series of mergers and contributions of assets. Notably, WinVest has faced delisting from Nasdaq for not completing its business combination within the required timeframe and is now trading on OTC Markets. If the proposals are not approved, WinVest will have to liquidate and redeem its public stockholders. The redemption price per share is noted to be approximately $12.90 based on recent valuations in the Trust. Approval of the proposals is seen as vital for the company’s operations and to avoid liquidation, substantiating the board's recommendation to stockholders to vote in favor of the proposals.

Form Type: 8-K

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000164117225013124

Filing Summary: On May 30, 2025, WinVest Acquisition Corp. convened a special meeting of stockholders which was subsequently adjourned without conducting any business to allow for further proxy solicitation. The meeting will reconvene on June 27, 2025, where stockholders will vote on the proposed business combination involving WinVest Acquisition Corp., WinVest (BVI) Ltd., Xtribe P.L.C., and Xtribe (BVI) Ltd. The adjournment also extends the deadline for common stockholders wishing to redeem their shares in connection with the business combination to June 25, 2025. The proxy statement/prospectus related to the business combination is available on the SEC website and the company encourages stockholders to review it before voting. The filing does not constitute a solicitation or offer for the securities of the involved entities.

Form Type: PRE 14A

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000164117225012118

Filing Summary: WinVest Acquisition Corp. has filed a preliminary proxy statement for a special meeting of stockholders scheduled to be held on May 30, 2025. The meeting is being called to vote on several proposals, including an Extension Amendment Proposal, Trust Amendment Proposal, and an Adjournment Proposal. The primary purpose of these proposals is to extend the Termination Date for completing an initial business combination with Xtribe P.L.C. from June 17, 2025 to July 17, 2025, and further extensions on a monthly basis up to three additional months until September 17, 2025. If the proposals are approved, the Company’s trust account, where funds from its initial public offering are held, would also see its liquidation date extended accordingly. If these amendments are not approved, the Company may face liquidation. Historically, WinVest faced a delisting notice from Nasdaq but was granted an extension for compliance up until March 17, 2025. The right for stockholders to redeem shares for a pro rata amount from the trust account will remain if the Charter Extension is implemented. The filing includes risk factors associated with being a blank check company and the implications if the business combination is not completed in time. Stakeholders are encouraged to review the full proxy statement before voting.

Form Type: 425

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225008870

Filing Summary: On May 6, 2025, WinVest Acquisition Corp. announced the postponement of its special meeting of stockholders, originally scheduled for May 15, 2025, to May 30, 2025. The location, record date, purpose, and proposals to be acted upon remain unchanged. Stockholders will vote on proposals related to a business combination involving WinVest BVI Ltd., Xtribe P.L.C., and Xtribe BVI Ltd. The deadline for common stock holders to submit shares for redemption in connection with the business combination has been extended to May 28, 2025. Stockholders are informed they may withdraw previously submitted redemption requests. The registration statement and proxy statement/prospectus related to these matters have been filed with the SEC.

Form Type: 8-K

Filing Date: 2025-05-06

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008867

Filing Summary: On May 6, 2025, WinVest Acquisition Corp. announced the postponement of its Special Meeting of stockholders from May 15, 2025, to May 30, 2025. The purpose of the meeting remains unchanged and will include voting on proposals related to the Company's business combination with WinVest (BVI) Ltd., Xtribe P.L.C., and Xtribe (BVI) Ltd. The deadline for stockholders to submit their shares for redemption in connection with the merger has been extended to May 28, 2025. Stockholders wishing to withdraw their redemption requests may do so before the meeting. A press release detailing this information was issued and attached as an exhibit.

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225005223

Filing Summary: On April 16, 2025, WinVest Acquisition Corp. completed the fifth drawdown of $30,000 under a previously issued unsecured promissory note to extend the timeframe to consummate its initial business combination. The original promissory note, issued on December 16, 2024, allows for a total loan amount of $180,000 from the Sponsor, WinVest SPAC LLC, and does not bear interest. The funds are to be deposited into the Trust Account and will be available for distribution either to shareholders during liquidation or to those who opt to redeem their shares when a business combination is finalized. The extension changes the termination date for the business combination from April 17, 2025, to May 17, 2025. This update reflects ongoing efforts by WinVest Acquisition Corp. to secure a business combination within the new timeframe.

Form Type: F-4/A

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000164117225001368

Filing Summary: WinVest Acquisition Corp. is undergoing a merger process with Xtribe (BVI) Ltd. as outlined in the Business Combination Agreement dated May 9, 2024. The special meeting for stockholders' vote on this merger is set to ensure approval and facilitate the transition to a new entity name of Xtribe Holding (BVI) Ltd. Additionally, the company faced a delisting notice from Nasdaq due to not completing its business combinations within the specified time frame. The company’s stock and associated securities were transitioned to OTC Markets due to this delisting. This amendment serves to update stakeholders on these events and the continued efforts towards the merger and operational restructuring in compliance with SEC regulations.

Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000164117225000361

Filing Summary: On March 18, 2025, WinVest Acquisition Corp. received a notification from Nasdaq that it failed to meet listing requirements and would be delisted effective March 20, 2025, due to not completing its business combination with Xtribe P.L.C. by the deadline. The company had previously been granted an extension until March 17, 2025, to finalize this merger. Efforts are ongoing to proceed with the business combination as detailed in a recently filed registration statement on Form F-4. Following delisting from Nasdaq, WinVest intends to have its securities traded on the OTC Markets while continuing to seek approval for the combined company to be listed on Nasdaq after the merger.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000164117225000354

Filing Summary: On March 18, 2025, WinVest Acquisition Corp. received a written notice from Nasdaq indicating its failure to comply with Nasdaq Listing Rule IM-5101-2, which requires a special purpose acquisition company to complete a business combination within 36 months of its initial public offering. WinVest requested a hearing to appeal this decision, which was held on November 12, 2024. The Panel allowed WinVest to continue its Nasdaq listing until March 17, 2025, contingent upon the completion of its business combination with Xtribe P.L.C. On March 18, 2025, Nasdaq sent a delisting notice due to WinVest's failure to meet the necessary conditions for continuing the listing. As a result, trading of WinVest's securities was set to be suspended on March 20, 2025. Despite the delisting, WinVest intends to finalize the merger with Xtribe as soon as possible and has submitted an application to relist the combined company's securities on Nasdaq after the merger.

Form Type: 10-K

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225009315

Filing Summary: WinVest Acquisition Corp. is a blank check company formed with the goal of carrying out a merger, share exchange, asset acquisition, share purchase, reorganization, or related business combination. The company had its Initial Public Offering on September 17, 2021, raising gross proceeds of $100 million. Following the IPO, the company engaged in private placements and accumulated funds in a Trust Account, which now contains approximately $3.1 million due to redemptions from public stockholders. The company plans to consummate its Initial Business Combination with Xtribe P.L.C., a public limited company in England with registration number 07878011. Risks to the business include the need to complete the merger by March 17, 2025, or face potential delisting from Nasdaq, strict regulatory requirements, and lack of sufficient working capital. Recent independent auditor assessments express substantial doubt about the company's continuity as a going concern. The report outlines various financial relationships and potential conflicts of interest that may arise during the business combination. Additionally, WinVest has to maintain an effective system of internal controls over financial reporting or risk adversely affecting investor confidence and operational results.

Form Type: 8-K

Filing Date: 2025-01-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225004430

Filing Summary: On January 27, 2025, WinVest Acquisition Corp. received a notice from Nasdaq indicating non-compliance with Listing Rule 5620(a) due to the failure to hold an annual meeting of shareholders within twelve months of the fiscal year ending December 31, 2023. The Company intends to hold this meeting within twelve months after completing its business combination with Xtribe P.L.C., as per the existing plans. Additionally, WinVest had previously received a notice for non-compliance with Nasdaq Listing Rule IM-5101-2, necessitating completion of business combinations within 36 months of its IPO. A hearing was held on November 12, 2024, resulting in an extension until March 17, 2025, for compliance, contingent upon completing the Xtribe business combination by that date and fulfilling all initial listing requirements thereafter. The deficiency regarding the annual meeting also posed a risk for delisting, and the Company intends to present its perspective on this issue to the Nasdaq Panel by February 3, 2025.