UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices)
Registrant’s
telephone number, including area code:
(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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 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 May 19, 2023 (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 $390,000 to be deposited into the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”).
On June 12, 2023, the stockholders of the Company approved the Extension Amendment Proposal at the Extension Meeting. Accordingly, on June 13, 2023, the Company issued an unsecured promissory note in the principal amount of $390,000 (the “Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $390,000 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. Upon the consummation of a Business Combination, the Sponsor may elect to convert any portion or all of the amount outstanding under the Note into private warrants 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.
The Company has caused $65,000 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, 2023 (the “Charter Extension Date”), and will cause an additional $65,000 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 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 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, 2023 to July 17, 2023, and to allow the Company, without another stockholder vote, to further extend the Liquidation Date up to five times, for up to an additional one month each time, from July 17, 2023 to December 17, 2023, by causing $65,000 to be deposited into the Trust Account for each such extension (the “Trust Agreement Amendment”). On June 16, 2023, the Company and Continental entered into the Trust Agreement Amendment.
The foregoing description of the Trust Agreement Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement Amendment, a copy of which is attached as Exhibit 10.2 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 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
An aggregate of 780,000 private warrants of the Company would be issued if the entire principal balance of the Note was 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 warrants.
The sale of the Note and any private warrants issuable upon conversion of the 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 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Extension Meeting, the Company’s stockholders approved two amendments to the Company’s amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”): (i) an amendment (the “Extension Amendment”) to extend the Termination Date from June 17, 2023 (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 five 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 December 17, 2023, or a total of up to six months after the Current Termination Date, unless the closing of the Company’s Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”), and (ii) an amendment (the “Redemption Limitation Amendment”) to eliminate from the Certificate of Incorporation the limitation that the Company may not consummate any Business Combination unless it has net tangible assets of at least $5,000,001 upon consummation of such Business Combination (the “Redemption Limitation Amendment Proposal”). Following stockholder approval of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting, on June 16, 2023, the Company filed the Extension Amendment and the Redemption Limitation Amendment with the Delaware Secretary of State.
The foregoing descriptions are qualified in their entirety by reference to the Extension Amendment and the Redemption Limitation Amendment, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 12, 2023, the Company held the Extension Meeting to approve (i) the Extension Amendment Proposal, (ii) the Redemption Limitation Amendment Proposal, (iii) the Trust Amendment Proposal and (iv) a proposal to adjourn the Extension Meeting, if necessary, in the event there were insufficient shares of the Company’s Common Stock represented to constitute a quorum at the Extension Meeting or approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Trust Amendment Proposal (the “Adjournment Proposal”), each as more fully described in the Proxy Statement.
Holders of 4,528,477 shares of Common Stock held of record as of May 19, 2023, the record date for the Extension Meeting, were present in person or by proxy, representing approximately 95.0% 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, the Redemption Limitation Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal were as follows:
The Extension Amendment Proposal
| For | Against | Abstain | ||
| 4,528,477 | 0 | 0 |
The Redemption Limitation Amendment Proposal
| For | Against | Abstain | ||
| 4,528,477 | 0 | 0 |
The Trust Amendment Proposal
| For | Against | Abstain | ||
| 4,528,477 | 0 | 0 |
The Adjournment Proposal
| For | Against | Abstain | ||
| 4,526,601 | 1,876 | 0 |
In connection with the vote to approve the Extension Amendment, the holders of 627,684 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.71 per share, for an aggregate redemption amount of approximately $6,721,794.56. Following such redemptions, approximately $13,551,331.16 was left in trust and 1,265,429 Public Shares remained outstanding.
Item 7.01. Regulation FD Disclosure.
On June 16, 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 approval by stockholders of the Extension Amendment Proposal, the Redemption Limitation 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 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 | |
| 3.2 | Redemption Limitation Amendment to Amended and Restated Certificate of Incorporation | |
| 10.1 | Promissory Note, dated June 13, 2023, between the Company and the Sponsor | |
| 10.2 | Amendment No. 1 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 16, 2023 (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 16, 2023
| WINVEST ACQUISITION CORP. | ||
| By: | /s/ Manish Jhunjhunwala | |
| Name: | Manish Jhunjhunwala | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
WINVEST ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
WINVEST ACQUISITION CORP., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows:
| 1. | The name of the Corporation is “WinVest Acquisition Corp.” | |
| 2. | The Corporation’s Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 1, 2021 (the “Original Certificate”). | |
| 3. | An Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 14, 2021 (the “Amended and Restated Certificate of Incorporation”). | |
| 4. | An Amendment to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 6, 2022. | |
| 5. | This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation, as amended. | |
| 6. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). | |
| 7. | The text of Paragraph A of Article Sixth is hereby amended and restated to read in full as follows: |
A. Immediately after the IPO, a certain amount of the net offering proceeds received by the Corporation in the IPO (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Registration Statement, shall be deposited in the Trust Fund. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Fund (including the interest earned on the funds held in the Trust Fund) will be released from the Trust Fund until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the IPO Shares if the Corporation is unable to complete its initial Business Combination within 22 months from the closing of the IPO (or up to 27 months, if applicable under the provisions of paragraph (F) of this Article Sixth) and (iii) the redemption of shares in connection with a vote seeking to amend such provisions of this Amended and Restated Certificate as described in this Section 6(A). Holders of IPO Shares (whether such IPO Shares were purchased in the IPO or in the secondary market following the IPO and whether or not such holders are officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.” If, in accordance with Article Thirteenth, any amendment is made to this this Amended and Restated Certificate of Incorporation (a) to modify the substance or timing of the Corporation’s obligation to redeem 100% of the IPO Shares if the Corporation has not consummated an initial Business Combination within 22 months from the closing of the IPO (or up to 27 months, if applicable under the provisions of paragraph F of this Article Sixth or (b) with respect to any other material provisions of this this Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their IPO Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest not previously released to the Corporation to pay its taxes, divided by the number of then-outstanding IPO Shares.
8. The text of Paragraph F of Article Sixth is hereby amended and restated to read in full as follows:
F. In the event that the Corporation does not consummate a Business Combination upon the date which is the later of (i) 22 months from the closing of the IPO (or up to 27 months from the closing date of the IPO, if applicable, under the provisions of this paragraph (F)) and (ii) such later date as may be approved by the Company’s stockholders in accordance with this Amended and Restated Certificate of Incorporation (in any case, such date being referred to as the “Termination Date”), the Corporation shall (a) cease all operations except for the purposes of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), and (c) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then-stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (b) and (c) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Fund plus any pro rata interest earned on the funds held in the Trust Fund (less any taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the total number of IPO Shares then outstanding.
Notwithstanding the foregoing or any other provisions of the Articles of this Amended and Restated Certificate of Incorporation, in the event that the Corporation has not consummated an initial Business Combination within 22 months from the closing of the IPO, the Corporation may, without another stockholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to five times by an additional one (1) month (or such shorter period as WinVest SPAC LLC (the “Sponsor”) shall request) each time after the 22 months from the closing of the IPO, by resolution of the Board, if requested by the Sponsor), and upon five days’ advance notice prior to the applicable Termination Date, until 27 months from the closing of the Offering, provided that the Sponsor (or one or more of its affiliates, members or third-party designees, including, but not limited to, any parties to a business combination agreement or their affiliates) (the “Lender”) will lend the Company, and the Company will deposit into the Trust Fund: for each such extension, $65,000 for an aggregate deposit of up to $325,000 (if all five additional extensions are exercised), upon the Company’s drawdown of a non-interest bearing, unsecured promissory note issued by the Corporation to the Lender. If the Corporation completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO. If the Corporation does not complete a Business Combination by the deadline to consummate the Business Combination, such promissory note will be repaid only from funds held outside of the Trust Fund or will be forfeited, eliminated or otherwise forgiven.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer this 16th day of June, 2023.
| WINVEST ACQUISITION CORP. | ||
| By: | /s/ Manish Jhunjhunwala | |
| Name: | Manish Jhunjhunwala | |
| Title: | Chief Executive Officer | |
Exhibit 3.2
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
WINVEST ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
WINVEST ACQUISITION CORP., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows:
| 1. | The name of the Corporation is “WinVest Acquisition Corp.” | |
| 2. | The Corporation’s Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 1, 2021 (the “Original Certificate”). | |
| 3. | An Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 14, 2021 (the “Amended and Restated Certificate of Incorporation”). | |
| 4. | An Amendment to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 6, 2022. | |
| 5. | This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation, as amended. | |
| 6. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). | |
| 7. | The text of Paragraph E of Article Sixth is hereby amended and restated to read in full as follows: |
E. [RESERVED]
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer this 16th day of June, 2023.
| WINVEST ACQUISITION CORP. | ||
| By: | /s/ Manish Jhunjhunwala | |
| Name: | Manish Jhunjhunwala | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| Principal Amount: Up to $390,000 | Dated as of June 13, 2023 |
WinVest Acquisition Corp., a special purpose acquisition company incorporated as a Delaware corporation (the “Maker”), promises to pay to the order of WinVest SPAC LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to $390,000 in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The principal balance of this Note shall be due and payable by the Maker, subject to Section 12 below, upon the earlier of (a) the consummation by the Maker of an initial business combination (a “Business Combination”) and (b) the date of the liquidation of the Maker (such date, the “Maturity Date”). The Payee understands that if a Business Combination is not consummated, this Note will be repaid solely to the extent that the Maker has funds available to it outside of the Maker’s trust account (the “Trust Account”) established in connection with its initial public offering (the “IPO”), and that all other amounts will be forfeited, eliminated or otherwise forgiven. Upon the consummation of a Business Combination, the Payee, by providing written notice to Maker, may elect to convert any portion or all of the amount outstanding under this Note into private warrants to purchase shares of common stock of the Maker at a conversion price of $0.50 per private warrant. Such private warrants shall be identical to the private placement warrants issued to the Payee at the time of the Maker’s IPO.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Drawdown Requests. The Payee will fund up to $390,000 into the Trust Account, such amounts to be for the benefit of the holders of the Maker’s unredeemed shares of common stock upon redemption or liquidation of the Maker in accordance with the Maker’s amended and restated certificate of incorporation, as amended. The principal of this Note may be drawn down from time to time in up to six equal amounts of $65,000 per draw, beginning on the date hereof, up until the Maturity Date, upon written request from the Maker to the Payee (each, a “Drawdown Request”). The Payee, in its sole discretion, shall fund each Drawdown Request via a wire transfer directly to the Trust Account within two (2) business days after the receipt of such Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note shall not exceed $390,000. Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests. Except as set forth herein, no fees, payments or other amounts shall be due to the Payee in connection with, or as a result of, any Drawdown Request by the Maker.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including, without limitation, reasonable attorneys’ fees, and then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
5. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days of the Maturity Date.
(b) Voluntary Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
6. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.
7. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment, and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.
8. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.
9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (a) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (b) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (c) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any monies in, or any distribution of or from, the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Payee hereby agrees not to make any Claim against the Trust Account (including any distributions therefrom), regardless of whether such Claim arises as a result of, in connection with or relating in any way to, this Note, or any other matter, and regardless of whether such Claim arises based on contract, tort, equity or any other theory of legal liability. To the extent the Payee commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Maker (including this Note), which proceeding seeks, in whole or in part, monetary relief against the Maker, the Payee hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such Claim shall not permit the Maker (or any person claiming on its behalf or in lieu of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.
13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by the Maker (by operation of law or otherwise) without the prior written consent of the Payee and any attempted assignment without the required consent shall be void.
[Remainder of page intentionally left blank. Signature page follows.]
IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| WinVest Acquisition Corp. | ||
| By: | /s/ Manish Jhunjhunwala | |
| Name: | Manish Jhunjhunwala | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
| WinVest SPAC LLC | ||
| By: | /s/ Jeff LeBlanc | |
| Name: | Jeff LeBlanc | |
| Title: | Manager | |
[Signature Page – Promissory Note]
Exhibit 10.2
AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
OF
WINVEST ACQUISITION CORP.
This Amendment No. 1 (this “Amendment”), dated as of June 16, 2023, to the Investment Management Trust Agreement (as defined below), is made by and between WinVest Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as trustee (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of September 14, 2021 (as amended, the “Trust Agreement”);
WHEREAS, $116,150,000 was placed in the Trust Account from the IPO and sale of Private Warrants;
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;
WHEREAS, Section 1(j) of the Trust Agreement provides for the extension of the Applicable Deadline upon receipt of an Extension Letter in a form substantially similar to that attached thereto as Exhibit D;
WHEREAS, Section 7(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be amended with the approval of the holders of at least a majority of the outstanding shares of Common Stock;
WHEREAS, at a special meeting of stockholders held on June 12, 2023, the Company obtained the approval of the holders of at least a majority of the outstanding shares of Common Stock to effect this Amendment; and
WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Amendment to Trust Agreement. |
| 1.1 | Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
| (i) | Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chairman of the Board or Chief Executive Officer and Chief Financial Officer or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; or (y) July 17, 2023 (the “Applicable Deadline”) (provided, however, that the board of directors of the Company, in its discretion, upon written notice to the Trustee, may extend the Applicable Deadline by up to one month each time on up to five occasions, for up to an additional five months, but in no event to a date later than December 17, 2023 (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open)) if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Applicable Deadline; |
| 1.2 | Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows: |
EXHIBIT D
[Date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Francis Wolf and Celeste Gonzalez
| Re: | Trust Account – Extension Letter |
Ladies and Gentlemen:
Pursuant to Section 1(j) of the Investment Management Trust Agreement between WinVest Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of September 14, 2021, as amended (“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional one (1) month, from _______________ to _______________ (the “Extension”).
This Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $65,000, which will be wired to you, into the Trust Account investments upon receipt.
This is the _____ of up to five Extension Letters.
| Very truly yours, | ||
| WINVEST ACQUISITION CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
cc: Chardan Capital Markets, LLC
| 2.1. | Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns. |
| 2.2. | Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
| 2.3. | Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. |
| 2.4. | Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee | ||
| By: | /s/ Francis Wolf | |
| Name: | Francis Wolf | |
| Title: | Vice President | |
| WINVEST ACQUISITION CORP. | ||
| By: | /s/ Manish Jhunjhunwala | |
| Name: | Manish Jhunjhunwala | |
| Title: | Chief Executive Officer | |
[Signature Page to Investment Management Trust Agreement]
Exhibit 99.1
WinVest Acquisition Corp. Announces Extension of Termination Date and Additional Contribution to Trust Account to Extend Termination Date
Cambridge, MA, June 16, 2023 — WinVest Acquisition Corp. (NASDAQ: WINV, the “Company”), a special purpose acquisition company, announced today that at a special meeting of its stockholders held on June 12, 2023, the Company’s stockholders voted in favor of a proposal to amend its amended and restated certificate of incorporation, as amended (the “Charter”), to extend the date by which the Company must consummate an initial business combination (the “Termination Date”) from June 17, 2023 to July 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 (or such shorter period as may be requested) each time after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by WinVest SPAC LLC, the Company’s sponsor (the “Sponsor”), subject to the deposit by the Sponsor or one or more of its affiliates, members or third-party designees of $65,000 per monthly extension into the Company’s trust account (the “Trust Account”). In connection therewith, on June 13, 2023, the Company issued an unsecured promissory note to the Sponsor with a principal amount equal to $390,000. The promissory note bears no interest and is convertible at the option of the Sponsor upon the consummation of an initial business combination into private warrants to purchase shares of the Company’s common stock at a 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 Company’s initial public offering.
At the special meeting, the Company’s stockholders also voted in favor of (i) a proposal to effect a corresponding amendment to the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Co. to extend the Termination Date and (ii) a proposal to amend the Charter to eliminate the limitation that the Company may not consummate an initial business combination unless it has net tangible assets of at least $5,000,001 upon consummation of such initial business combination.
On June 15, 2023, the Sponsor notified the Company of its request to extend the Termination Date and deposited into the Trust Account an aggregate of $65,000 (representing approximately $0.051 per share of common stock issued in the Company’s initial public offering that has not been redeemed), in order to extend the period of time the Company has to complete an initial business combination for an additional one (1) month period, from June 17, 2023 to July 17, 2023. The purpose of the extension is to provide time for the Company to complete an initial business combination.
About WinVest Acquisition Corp.
WinVest Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including statements about the successful consummation of the Company’s initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from those contemplated by the forward looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering and other reports filed with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Contact:
WinVest Acquisition Corp.
Manish Jhunjhunwala
(617) 658-3094