WinVest Acquisition Corp. enters $425M business combination with Embed Financial Group

WinVest Acquisition Corp.

Entered definitive Business Combination Agreement with Embed Financial Group Cayman Holdings valued at $425M, payable in Pubco shares at $10/share.
Target will merge with SPAC via a series of transactions; SPAC shareholders receive 1 Pubco share per common share.
Target's equity holders contributed three Singapore entities (Embed Financial Group Holdings, Impact Innovations Pte Ltd., Embed Global Pte Ltd.) as part of reorganization.
Closing conditions include SPAC shareholder approval, SEC Form F-4 effectiveness, Nasdaq listing, and net tangible assets >= $5M; termination date June 30, 2026.
Lock-up on founder shares extended to 6 months post-closing; insider letter amended accordingly.

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 Holdings Corp., WinVest Merger Sub I Limited, WV Merger Sub II Corp., and Embed Financial Group Cayman Holdings valued at Four Hundred Twenty-Five Million U.S. Dollars ($425,000,000) (effective 2025-12-02).

Action: entry
Agreement: merger
Counterparty: WinVest Holdings Corp., WinVest Merger Sub I Limited, WV Merger Sub II Corp., and Embed Financial Group Cayman Holdings
Value: Four Hundred Twenty-Five Million U.S. Dollars ($425,000,000)
Effective: 2025-12-02

Exact text from the filing

On December 2, 2025, WinVest Acquisition Corp., a Delaware corporation (the “ SPAC ”) entered into a Business Combination Agreement (the “ Business Combination Agreement ”) with WinVest Holdings Corp., an exempted company incorporated and registered in the Cayman Islands (“ Pubco ”), WinVest Merger Sub I Limited, an exempted company incorporated and registered in the Cayman Islands and a wholly-owned subsidiary of Pubco (“ Company Merger Sub ”), WV Merger Sub II Corp., a Delaware corporation and a wholly-owned subsidiary of Pubco (“ SPAC Merger Sub ”), and Embed Financial Group Cayman Holdings, an exempted company incorporated and registered in the Cayman Islands (the “ Company ”).

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WinVest Acquisition Corp. filing history →

Source: SEC EDGAR

accession 0001493152-25-027054

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