Current Report Filing (8-k)
02 Dezember 2022 - 3:26PM
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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): November 30, 2022
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 |
|
The
Nasdaq Stock Market LLC |
Common
Stock, par value $0.0001 per share |
|
WINV |
|
The
Nasdaq Stock Market LLC |
Warrants
to acquire 1/2 of a share of Common Stock |
|
WINVW |
|
The
Nasdaq Stock Market LLC |
Rights
to acquire one-fifteenth of one share of Common Stock |
|
WINVR |
|
The
Nasdaq Stock Market LLC |
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
5.07 Submission of Matters to a Vote of Security Holders.
On
November 30, 2022, WinVest Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Extension
Meeting”) to approve (i) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter
Amendment”) to extend the date (the “Termination Date”) by which the Company must consummate an initial business combination
(a “Business Combination”) from December 17, 2022 (the “Original Termination
Date”) to January 17, 2023 (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 five times by an additional one month each time after the Charter
Extension Date, by resolution of the Company’s board of directors, if requested by WinVest SPAC LLC, and upon five days’
advance notice prior to the applicable Termination Date, until June 17, 2023, or a total of up to six months after the Original Termination
Date, unless the closing of the Company’s Business Combination shall have occurred prior thereto (the “Extension Amendment
Proposal”), and (ii) a proposal to adjourn the Extension Meeting, if necessary, in the event there were insufficient shares
of the Company’s common stock, par value $0.0001 per share (“Common Stock”) represented to constitute a quorum at the
Extension Meeting or approve the Extension 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 November
8, 2022.
Holders
of 11,494,986 shares of Common Stock held of record as of November 1, 2022, the record date for the Extension Meeting, were present in
person or by proxy, representing approximately 80.0% 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 and the Adjournment Proposal were as follows:
The
Extension Amendment Proposal
For | | |
Against | | |
Abstain | |
| 10,962,620 | | |
| 532,366 | | |
| 0 | |
The
Adjournment Proposal
For | | |
Against | | |
Abstain | |
| 10,960,719 | | |
| 534,267 | | |
| 0 | |
In
connection with the vote to approve the Charter Amendment, the holders of 9,606,887 shares
of Common Stock issued as part of the units sold in the Company’s initial public offering (“Public Shares”) properly
exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately
$10.20 per share, for an aggregate redemption amount of approximately $98,000,713.62. Following such redemptions, approximately
$19,311,815.05 was left in trust and 1,893,113 Public Shares remained outstanding.
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:
December 2, 2022
|
WINVEST
ACQUISITION CORP. |
|
|
|
|
By: |
/s/
Manish Jhunjhunwala |
|
Name: |
Manish Jhunjhunwala |
|
Title: |
Chief Executive Officer and Chief Financial Officer |
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