WinVest amends business combination agreement to add ADS structure and share restructuring

WinVest Acquisition Corp.

Restated BCA entered May 26, 2026 amends Dec 2, 2025 original; adds ADS facility with BNY Mellon.
Each SPAC common share converts to one Pubco ADS; Company Class A shares also convert to Pubco ADS.
SPAC warrants/rights convert to right to acquire/receive Pubco shares represented by ADSs.
Company completed share capital subdivision: 480M Class A + 20M Class B ordinary shares.
Previously announced business combination with Embed Financial Group Cayman Holdings continues.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.97

WinVest Acquisition Corp. amended Amended and Restated Business Combination Agreement with Embed Financial Group Cayman Holdings valued at Amended and restated the Original Business Combination Agreement to reflect establishment of ADS fac (effective 2026-05-26).

Action: amendment
Agreement: merger
Counterparty: Embed Financial Group Cayman Holdings
Value: Amended and restated the Original Business Combination Agreement to reflect establishment of ADS fac
Effective: 2026-05-26

Exact text from the filing

On May 26, 2026, SPAC, Pubco, the Company, SPAC Merger Sub, and Company Merger Sub entered into that certain Amended and Restated Business Combination Agreement (the “Restated Business Combination Agreement”), pursuant to which the Original Business Combination Agreement was amended and restated in its entirety

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WinVest Acquisition Corp. filing history →

Source: SEC EDGAR

accession 0001493152-26-026559

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