{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-018577","form_type":"8-K","ticker":"WINV","cik":"0001854463","company_name":"WinVest Acquisition Corp.","filed_at":"2024-05-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:20.878663+00:00","generated_at":"2026-06-02T04:12:09.771341+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"WinVest Acquisition Corp. enters into definitive Business Combination Agreement with Xtribe P.L.C.","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-018577","json":"https://secwatch.observer/filing/0001493152-24-018577.json","markdown":"https://secwatch.observer/filing/0001493152-24-018577.md","text":"https://secwatch.observer/filing/0001493152-24-018577.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1854463/000149315224018577/0001493152-24-018577-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1854463/000149315224018577/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T04:12:09.771341+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c9a2b94bf0989e73687fc591e122f09cc2ae62c6","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854463/000149315224018577/0001493152-24-018577-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"WinVest Merger Sub I, LLC, WinVest Merger Sub II, LLC, Xtribe P.L.C., and Xtribe Group, LLC"},{"label":"Effective","value":"2024-05-09"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}