UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Promissory Note
On October 31, 2023, WinVest Acquisition Corp. (the “Company”) issued an unsecured promissory note in the principal amount of $1,000,000 (the “Note”) to WinVest SPAC LLC (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to $1,000,000. The Note does not bear interest and matures upon the closing of an initial business combination (“Business Combination”). 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 established in connection with the Company’s initial public offering, if any.
The principal of the Note may be drawn down prior to the consummation of a Business Combination upon request from the Company to the Sponsor (each a “Drawdown Request”). The Sponsor shall fund each Drawdown Request within five business days after receipt of a Drawdown Request, provided, however, that the maximum amount of drawdowns collectively under the Note does not exceed $1,000,000. The Company currently intends to use any amounts drawn down under the Note for working capital and general corporate purposes.
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.
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 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Promissory Note, dated October 31, 2023, between the Company and the Sponsor | |
| 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: November 3, 2023
| WINVEST ACQUISITION CORP. | ||
| By: | /s/ Manish Jhunjhunwala | |
| Name: | Manish Jhunjhunwala | |
| Title: | Chief Executive Officer and Chief Financial Officer | |