WinVest Acquisition Corp. enters into definitive Business Combination Agreement with Xtribe P.L.C.

WinVest Acquisition Corp.

WinVest to issue 9,133,204 shares plus up to 190k more for converted notes and up to 6M earnout shares to Xtribe holders.
Combined company must have at least $15M cash post-redemptions; requires stockholder approvals, Nasdaq listing, and $5M net tangible assets.
Termination date is December 17, 2024; closing after June 17, 2024 requires WinVest stockholder extension to June 17, 2024.
Pre-closing reorganization includes Xtribe PLC contribution of assets to Xtribe Group and subsequent dissolution via UK strike-off.
Lock-up period of 6 months or until WinVest stock price exceeds $12.50 for 20 of 30 trading days post-closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

WinVest Acquisition Corp. entered into Business Combination Agreement with WinVest Merger Sub I, LLC, WinVest Merger Sub II, LLC, Xtribe P.L.C., and Xtribe Group, LLC (effective 2024-05-09).

Action: entry
Agreement: merger
Counterparty: WinVest Merger Sub I, LLC, WinVest Merger Sub II, LLC, Xtribe P.L.C., and Xtribe Group, LLC
Effective: 2024-05-09

Exact text from the filing

On May 9, 2024, WinVest Acquisition Corp. (“WinVest”) entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among WinVest, WinVest Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest (“Merger Sub I”), WinVest Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest (“Merger Sub II”), Xtribe P.L.C., a public limited company incorporated and registered in England and Wales with number 07878011 (“Xtribe PLC”), and Xtribe Group, LLC, a Delaware limited liability company and wholly-owned subsidiary of Xtribe PLC (“Xtribe Group” and, together with Xtribe PLC, “Xtribe”).

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Source: SEC EDGAR

accession 0001493152-24-018577

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