UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 30, 2023, 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 “Extension Amendment”) to extend the date (the “Termination Date”) by which the Company must consummate an initial business combination (a “Business Combination”) from December 17, 2023 (the “Current Termination Date”) to January 17, 2024 (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, 2024, 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, by causing $55,000 to be deposited into the Trust Account for each such extension (the “Extension Amendment Proposal”), (ii) an amendment to the Investment Management Trust Agreement (the “Trust Agreement,” and such amendment the “Trust Agreement Amendment”), dated as of September 14, 2021, by and between the Company and Continental Stock Transfer and Trust Company (“Continental”), to extend the date (the “Liquidation Date”) on which Continental must liquidate the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”) from December 17, 2023 to January 17, 2024, 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 January 17, 2024 to June 17, 2024 (the “Trust Amendment Proposal”), and (iii) 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 and the Trust 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 13, 2023.
Holders of 3,655,730 shares of Common Stock held of record as of November 7, 2023, the record date for the Extension Meeting, were present in person or by proxy, representing approximately 88.3% 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 Trust Amendment Proposal and the Adjournment Proposal were as follows:
The Extension Amendment Proposal
For |
Against |
Abstain | ||
| 3,529,665 | 126,065 | 0 |
The Trust Amendment Proposal
For |
Against |
Abstain | ||
| 3,529,665 | 126,065 | 0 |
The Adjournment Proposal
For |
Against |
Abstain | ||
| 3,529,665 | 126,065 | 0 |
In connection with the vote to approve the Extension Amendment, the holders of 122,306 shares of Common Stock issued as part of the units sold in the IPO (“Public Shares”) properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.81 per share, for an aggregate redemption amount of approximately $1,322,518.40. Following such redemptions, approximately $12,360,809.76 was left in trust and 1,143,123 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 6, 2023
| WINVEST ACQUISITION CORP. | ||
| By: | /s/ Manish Jhunjhunwala | |
| Name: | Manish Jhunjhunwala | |
| Title: | Chief Executive Officer and Chief Financial Officer | |