Statement of Ownership (sc 13g)
14 Februar 2022 - 10:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. )1
WinVest
Acquisition Corp.
|
(Name
of Issuer)
|
Common
Stock, par value $0.0001 per share
|
(Title
of Class of Securities)
|
97655B
109
|
(CUSIP
Number)
|
December
31, 2021
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐
|
Rule
13d-1(b)
|
|
|
|
|
☐
|
Rule
13d-1(c)
|
|
|
|
|
☒
|
Rule
13d-1(d)
|
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1
|
NAME
OF REPORTING PERSON
|
|
|
|
|
|
WinVest
SPAC LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
|
|
|
(b)
☐
|
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
DELAWARE
|
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
|
-
0 -
|
|
OWNED
BY
|
6
|
SHARED
VOTING POWER
|
|
EACH
|
|
|
|
REPORTING
|
|
2,537,424
|
|
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
-
0 -
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
2,537,424
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
2,537,424
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
17.7%
|
|
12
|
TYPE
OF REPORTING PERSON
|
|
|
|
|
|
OO
|
|
1
|
NAME
OF REPORTING PERSON
|
|
|
|
|
|
Jeff
LeBlanc
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
|
|
|
(b)
☐
|
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
USA
|
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
|
2,537,424
|
|
OWNED
BY
|
6
|
SHARED
VOTING POWER
|
|
EACH
|
|
|
|
REPORTING
|
|
-
0 -
|
|
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
2,537,424
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
-
0 -
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
2,537,424
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
17.7%
|
|
12
|
TYPE
OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
Item
1(a).
|
Name
of Issuer:
|
WinVest
Acquisition Corp., a Delaware corporation (the “Issuer”).
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
125
Cambridgepark Drive, Suite 301
Cambridge, Massachusetts 02140
Item
2(a).
|
Name
of Person Filing:
|
This
statement is filed by WinVest SPAC LLC, a Delaware limited liability company (“WinVest”), and Jeff LeBlanc, the manager of
WinVest. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
The
principal business address of each of WinVest and Mr. LeBlanc is c/o WinVest Acquisition Corp., 125 Cambridgepark Drive, Suite 301, Cambridge,
Massachusetts 02140
WinVest
is organized under the laws of the State of Delaware. Mr. LeBlanc is a citizen of the United States of America.
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, par value $0.0001 per share (the “Shares”).
97655B
109
Item
3.
|
If
this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
|
☒
|
Not
Applicable
|
|
|
|
|
|
(a)
|
☐
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
☐
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
(e)
|
☐
|
Investment
adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
|
|
|
|
|
|
(f)
|
☐
|
Employee
benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
|
|
|
|
|
|
(g)
|
☐
|
Parent
holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
|
|
|
|
|
|
(h)
|
☐
|
Savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
|
|
|
(i)
|
☐
|
Church
plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3).
|
|
|
|
|
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(j)
|
☐
|
Non-U.S.
institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
(k)
|
☐
|
Group,
in accordance with Section 240.13d-1(b)(1)(ii)(K).
|
|
(a)
|
Amount
beneficially owned:
|
As
of the close of business on December 31, 2021, WinVest beneficially owned 2,537,424 Shares. Mr. LeBlanc, as the manager of WinVest, may
be deemed to beneficially own the 2,537,424 Shares beneficially owned by WinVest.
17.7%
(based upon 14,375,000 Shares outstanding, which is the total number of Shares outstanding as of November 15, 2021 as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021).
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
See
Cover Pages Items 5-9.
|
(ii)
|
Shared
power to vote or to direct the vote
|
See
Cover Pages Items 5-9.
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
See
Cover Pages Items 5-9.
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
See
Cover Pages Items 5-9.
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
Applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not
Applicable.
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not
Applicable.
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
February 14, 2022
|
WinVest
SPAC LLC
|
|
|
|
By:
|
/s/
Jeff LeBlanc
|
|
Name:
|
Jeff
LeBlanc
|
|
Title:
|
Manager
|
|
/s/
Jeff LeBlanc
|
|
Jeff
LeBlanc
|
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