---
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"
generated_at: "2026-06-02T04:12:09.771341+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-018577
- JSON: https://secwatch.observer/filing/0001493152-24-018577.json
- Plain text: https://secwatch.observer/filing/0001493152-24-018577.txt

## Key facts
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1854463/000149315224018577/0001493152-24-018577-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.