UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under §240.14a-12
WinVest
Acquisition Corp.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
LETTER
TO STOCKHOLDERS OF WINVEST ACQUISITION CORP.
125
Cambridgepark Drive, Suite 301
Cambridge,
MA 02140
Dear
WinVest Acquisition Corp. Stockholder:
You
are cordially invited to attend a special meeting of WinVest Acquisition Corp., a Delaware corporation (“WinVest,” or the
“Company”), which will be held on November 30, 2023, at 11:00 a.m., Eastern Time, as a virtual meeting, or
at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Stockholder
Meeting”).
You
can participate in the virtual Stockholder Meeting, vote and submit questions via live webcast by visiting https://www.cstproxy.com/winvestacquisition/sm2023.
Please see “Questions and Answers about the Stockholder Meeting — How do I attend the virtual Stockholder
Meeting?” in the accompanying proxy statement for more information. Even if you are planning on attending the Stockholder Meeting
online, please promptly submit your proxy vote online, or, if you received a printed form of proxy in the mail, by completing, dating,
signing and returning the enclosed proxy, so your shares will be represented at the Stockholder Meeting.
The
accompanying notice of the Stockholder Meeting and proxy statement describe the business we will conduct at the Stockholder Meeting and
provide information about the Company that you should consider when you vote your shares. As more fully described in the accompanying
proxy statement, which is dated November 13, 2023, and is first being mailed to stockholders on or about that date, the Stockholder Meeting will be held for the purpose of considering and voting on the following proposals:
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1. |
Proposal
No. 1 — Extension Amendment Proposal — To amend our amended and restated certificate of incorporation,
as amended (the “Certificate of Incorporation”), to extend the date (the “Termination Date”) by which
the Company has to consummate a Business Combination (as defined below) (the “Charter Extension”) from December 17, 2023
(the “Current Termination Date”) to January 17, 2024 (the “Charter Extension Date”), and to allow us, without
another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up
to five times by an additional one month (or such shorter period as the Sponsor shall request) each time after the Charter Extension
Date, by resolution of our board of directors (the “Board”), if requested by WinVest SPAC LLC, a Delaware limited liability
company (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until June
17, 2024, or a total of up to six months after the Current Termination Date, unless the closing of a Business Combination shall have
occurred prior thereto (the “Extension Amendment Proposal”). A copy of the proposed amendment is set forth in Annex
A to the accompanying proxy statement; |
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2. |
Proposal
No. 2 — Trust Amendment Proposal — To amend the Company’s Investment Management Trust Agreement (the “Trust
Agreement,” and such amendment, the “Trust Amendment”), dated September 14, 2021, by and between the Company and
Continental Stock Transfer & Trust Company (“Continental,” or the “Trustee”), as amended, to extend the
date (the “Liquidation Date”) on which the Trustee must liquidate the trust account (“Trust Account”) established
by the Company in connection with its initial public offering from December 17, 2023 to January 17, 2024, and to allow the Company,
without another stockholder vote, to elect to further extend the Liquidation Date on a monthly basis for up to five times from January
17, 2024 to June 17, 2024 (the “Trust Amendment Proposal”). A copy of the proposed amendment is set forth in Annex
B to the accompanying proxy statement; and |
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3. |
Proposal
No. 3 — Adjournment Proposal — To adjourn the Stockholder Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there
are insufficient shares of our common stock, par value $0.0001 per share (“Common Stock”), represented either in person
(including virtually) or by proxy to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time
of the Stockholder Meeting to approve the Extension Amendment Proposal and the Trust Amendment Proposal (the “Adjournment Proposal”). |
Each
of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying
proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Company determines to effect the Charter
Extension, prior to filing an amendment to the Certificate of Incorporation with the Delaware Secretary of State to
effectuate the Charter Extension and entering into the Trust Amendment with Continental, the Sponsor (or one or more of its affiliates,
members or third-party designees, including, but not limited to, any parties to a business combination agreement or their affiliates)
(the “Lender”) shall lend the Company $55,000 (the “Monthly Extension Payment”), which the Company shall deposit
into the Trust Account (as defined below), upon the Company’s first drawdown under a non-interest bearing, unsecured promissory
note in the amount of up to $330,000, to be issued by the Company to the Lender (the “Note”). In addition, if the Extension
Amendment Proposal is approved and the Charter Extension becomes effective, in the event that we have not consummated an initial business
combination (a “Business Combination”) by January 17, 2024, without approval of our public stockholders, we may, by resolution
of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend
the Termination Date up to five times, each by one additional month (or such shorter period as the Sponsor shall request) (for a total
of up to six additional months to complete a Business Combination), provided that we draw down and deposit into the Trust Account, for
each such extension, the Monthly Extension Payment under the Note, for an aggregate deposit of up to $275,000 (if all five additional
extensions are exercised). If we complete a Business Combination, we will repay the amounts loaned under the Note. If we do not complete
a Business Combination by the applicable Termination Date, such Note will be repaid only from funds held outside of the Trust Account
or will be forfeited, eliminated or otherwise forgiven. If the Sponsor designates a third party as Lender, we may negotiate with the
Lender and vary the terms of the Note, issue securities and pay certain fees to the Lender in connection with the Note.
The
purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to allow the Company additional time to complete a Business
Combination. You are not being asked to vote on any Business Combination at this time.
The
Certificate of Incorporation provides that we have until the Current Termination Date to complete our Business Combination unless the
deadline to complete our Business Combination is extended pursuant to the provisions thereof. The Board has determined that it is in
the best interests of the Company to seek an extension of the Current Termination Date and the Liquidation Date and have our stockholders
approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Charter
Extension, we believe that we may not be able to complete a Business Combination on or before the Current Termination Date. If that were
to occur, we would be precluded from completing a Business Combination and would be forced to liquidate. If we liquidate, our public
stockholders may only receive a return of a pro rata portion of the amounts remaining in the Trust Account, and our warrants and
rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance
of realizing future gains on your investment through any price appreciation in the combined company. If we are unable to effect the Charter
Extension, we will not be able to extend the Current Termination Date.
We
reserve the right at any time to cancel the Stockholder Meeting and not submit to our stockholders the Extension Amendment Proposal and
the Trust Amendment Proposal or implement the Charter Extension or Trust Amendment. In the event the Stockholder Meeting is cancelled
and a Business Combination is not consummated prior to the Current Termination Date, the Company will dissolve and liquidate in accordance
with the Certificate of Incorporation.
As
contemplated by the Certificate of Incorporation, if the Charter Extension is implemented, the holders of shares of Common Stock issued
as part of the units sold in our initial public offering (the “IPO,” and such shares, the “Public Stock”) may
elect to redeem all or a portion of their Public Stock in exchange for their pro rata portion of the funds held in the trust account
(the “Trust Account”) established to hold a portion of the proceeds of the IPO and the concurrent sale of warrants (the “Private
Placement Warrants”) to our Sponsor in a private placement if the Charter Extension is implemented (the “Redemption”),
regardless of how such public stockholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal
and Trust Amendment Proposal are approved by the requisite vote of stockholders (and not abandoned), the holders of Public Stock remaining
after the Redemption will retain their right to redeem their Public Stock for their pro rata portion of the funds available in the Trust
Account upon consummation of a Business Combination or if the Company does not complete a Business Combination by the Charter Extension
Date.
We
will not use the proceeds placed in the Trust Account and the interest earned thereon to pay any excise taxes that may be imposed on
us pursuant to any current, pending or future rules or laws, including without limitation any excise tax due imposed under the Inflation
Reduction Act (IRA) of 2022 (H.R. 5376) on any redemptions or stock buybacks by the Company. In the event (i) an excise tax and/or any
other similar fees or taxes in nature are levied or imposed on us pursuant to any current, pending or future rule(s) or law(s), including
without limitation any excise tax imposed under the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) in relation to a redemption of
securities as described herein or otherwise, and (ii) the holders of our shares of Common Stock approve the Extension Amendment Proposal,
if such excise tax or fee has not been paid by us to the applicable regulatory authority on or prior to the due date for such a tax or
fee, our Sponsor or a designee agrees to promptly (but in any event sufficiently prior to the due date for such tax or fee to assure
timely payment thereof) either directly pay such tax or fee on behalf of us or advance to us such funds as necessary and appropriate
to allow us to pay such tax or fee timely with respect to any future redemptions that occur prior to or in connection a business combination
or our liquidation. The Sponsor agrees not to seek recourse for such expenses from the Trust Account.
On
November 9, 2023, the most recent practicable date prior to the date of the accompanying proxy statement, the redemption price
per share was approximately $10.92, based on the aggregate amount on deposit in the Trust Account of approximately $13,813,179.43
as of November 9, 2023 (including interest not previously released to the Company to pay its income or other tax obligations),
divided by the total number of then-outstanding shares of Public Stock. The redemption price per share will increase between November
9, 2023 and the date that is two business days prior to the Stockholder Meeting due to any interest that accrues on the amount on
deposit in the Trust Account prior to such date (less any amounts released to us to pay our income or other tax obligations between such
dates). The redemption price per share contained herein does not account for the Company’s recently announced deposit into the
Trust Account of $65,000 (representing approximately $0.051 per unredeemed share of Public Stock), to be made on or before November 17,
2023. If the closing price of the Public Stock was to remain the same until the date of the Stockholder Meeting, exercising redemption
rights would result in a public stockholder receiving approximately $0.12 less per share than if the shares were sold in the open
market (based on the current per share redemption price and the closing price of our Public Stock as reported on Nasdaq on November
9, 2023). We cannot assure you that you will be able to sell your Public Stock in the open market, even if the market price per share
is lower than the redemption price stated above, as there may not be sufficient liquidity in our securities when you wish to sell their
shares. We believe that such redemption right enables our public stockholders to determine whether or not to sustain their investments
for an additional period if we do not complete a Business Combination on or before the Current Termination Date.
Approval
of both the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Charter Extension.
If the Charter Extension is implemented, the amount held in the Trust Account will be reduced by withdrawals in connection with the Redemption.
We cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal and Trust
Amendment Proposal are approved, and the amount remaining in the Trust Account may be only a small fraction of the $13,813,179.43
that was in the Trust Account as of November 9, 2023 (including interest not previously released to us to pay our income or
other tax obligations).
If
either of the Extension Amendment Proposal or the Trust Amendment Proposal are not approved and a Business Combination is not completed
on or before the Current Termination Date, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as
reasonably possible, but not more than ten business days thereafter, redeem 100% of the Public Stock for cash for a redemption price
per share as described below (which Redemption will completely extinguish such holders’ rights as stockholders, including the right
to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such Redemption, subject
to approval of our then-stockholders and subject to the requirements of the Delaware General Corporation Law (the “DGCL”),
including the adoption of a resolution by the Board pursuant to Section 275(a) of the DGCL finding the dissolution of the Company advisable
and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Company’s
net assets to its remaining stockholders, as part of the Company’s plan of dissolution and liquidation, subject (in the case of
(ii) and (iii) above) to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of
applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata
interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay its income or other
tax obligations divided by the total number of shares of Public Stock then outstanding. There will be no distribution from the Trust
Account with respect to our warrants or rights, which will expire worthless in the event of our winding up.
Approval
of each of the Extension Amendment Proposal and the Trust Amendment Proposal requires the affirmative vote of at least a majority of
the issued and outstanding shares of Common Stock.
Approval
of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding
shares of Common Stock who are present in person (including virtually) or represented by proxy and entitled to vote thereon at the Stockholder
Meeting. The Adjournment Proposal will only be put forth for a vote if there are insufficient shares of Common Stock present at the Stockholder
Meeting to constitute a quorum or there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment
Proposal at the Stockholder Meeting.
The
Board has fixed the close of business on November 7, 2023 as the record date for determining the Company’s stockholders entitled
to receive notice of and vote at the Stockholder Meeting and any adjournment thereof. Only holders of record of Common Stock on that
date are entitled to have their votes counted at the Stockholder Meeting or any adjournment thereof.
We
believe that it is in the best interests of our stockholders that the Company obtain the Charter Extension. After careful consideration
of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary,
the Adjournment Proposal are in the best interests of the Company and its stockholders, has declared it advisable and recommends that
you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Trust Amendment Proposal
and “FOR” the Adjournment Proposal.
Your
vote is very important. Whether or not you plan to attend the Stockholder Meeting, please vote as soon as possible by following the instructions
in the accompanying proxy statement to make sure that your shares are represented and voted at the Stockholder Meeting. If you hold your
shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you
by your bank, broker or other nominee to ensure that your shares are represented and voted at the Stockholder Meeting. Approval of each
of the Extension Amendment Proposal and the Trust Amendment Proposal requires the affirmative vote of at least a majority of the issued
and outstanding shares of Common Stock of the Company. Approval of the Adjournment Proposal requires the affirmative vote of at least
a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who are present in person (including
virtually) or represented by proxy and entitled to vote thereon at the Stockholder Meeting. Accordingly, if you fail to vote virtually
or by proxy at the Stockholder Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment
Proposal, the Trust Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities. With respect to the Extension
Amendment Proposal and the Trust Amendment Proposal, abstentions will have the same effect as a vote “AGAINST” the proposal.
As these proposals are not “routine” matters, brokers will not be permitted to exercise discretionary voting on these proposal.
With respect to the Adjournment Proposal, abstentions will have no effect on the approval of the proposal. As this proposal is not a
“routine” matter, brokers will not be permitted to exercise discretionary voting on this proposal.
If
you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals
presented at the Stockholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how
to vote, and do not attend the Stockholder Meeting, the effect will be that your shares will not be counted for purposes of determining
whether a quorum is present at the Stockholder Meeting but will not constitute votes cast at the Stockholder Meeting and therefore will
have the same effect as a vote “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal and no effect
on the approval of the Adjournment Proposal. If you are a stockholder of record and you virtually attend the Stockholder Meeting and
wish to vote, you may withdraw your proxy and vote virtually.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR SHARES OF COMMON STOCK ARE REDEEMED FOR A PRO RATA PORTION OF THE
FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE
INITIALLY SCHEDULED VOTE AT THE STOCKHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU MUST IDENTIFY YOURSELF AS A BENEFICIAL
HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING
YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC
(DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR
BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
Enclosed
is the proxy statement containing detailed information about the Stockholder Meeting, the Extension Amendment Proposal, the Trust Amendment
Proposal and the Adjournment Proposal. Whether or not you plan to attend the Stockholder Meeting, the Company urges you to read this
material carefully and vote your shares.
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By
Order of the Board of Directors of WinVest
Acquisition
Corp. |
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/s/
Lawrence S. Kramer |
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Lawrence
S. Kramer |
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Chairman
of the Board of Directors |
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November 13, 2023 |
WINVEST
ACQUISITION CORP.
125
Cambridgepark Drive, Suite 301
Cambridge,
Massachusetts 02140
NOTICE
OF A SPECIAL MEETING OF STOCKHOLDERS
OF
WINVEST ACQUISITION CORP.
TO
BE HELD ON NOVEMBER 30, 2023
To
the Stockholders of WinVest Acquisition Corp.:
NOTICE
IS HEREBY GIVEN that a special meeting of the stockholders of WinVest Acquisition Corp., a Delaware corporation (“WinVest,”
or the “Company”), will be held on November 30, 2023, at 11:00 a.m., Eastern Time, as a virtual meeting, or
at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Stockholder
Meeting”).
You
can participate in the virtual Stockholder Meeting, vote and submit questions via live webcast by visiting https://www.cstproxy.com/winvestacquisition/sm2023.
Please see “Questions and Answers about the Stockholder Meeting — How do I attend the virtual Stockholder
Meeting?” in the accompanying proxy statement for more information. Even if you are planning on attending the Stockholder Meeting
online, please promptly submit your proxy vote online, or, if you received a printed form of proxy in the mail, by completing, dating,
signing and returning the enclosed proxy, so your shares will be represented at the Stockholder Meeting.
You
are cordially invited to attend the Stockholder Meeting that will be held for the purpose of considering and voting on (i) an extension
amendment proposal to amend the Company’s amended and restated certificate of incorporation, as amended (the “Certificate
of Incorporation”) to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination
(as defined below) (the “Charter Extension”) from December 17, 2023 (the “Current Termination Date”) to January
17, 2024 (the “Charter Extension Date”) and to allow us, without another stockholder vote, to elect to extend the Termination
Date on a monthly basis for up to five times by an additional one month (or such shorter period as WinVest SPAC LLC (the “Sponsor”)
shall request) each time after the Charter Extension Date, by resolution of our board of directors (the “Board”), if requested
by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2024, or a total of
up to six months after the Current Termination Date, unless the closing of an initial business combination (“Business Combination”)
shall have occurred prior thereto (the “Extension Amendment Proposal”). a copy of the proposed amendment is set
forth in Annex A to the accompanying proxy statement; (ii) an extension amendment proposal to the Company’s Investment
Management Trust Agreement (the “Trust Agreement,” and such amendment, the “Trust Amendment”), dated September
14, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“Continental,” or the “Trustee”),
as amended, to extend the date (the “Liquidation Date”) on which the Trustee must liquidate the trust account (“Trust
Account”) established by the Company in connection with its IPO from December 17, 2023 to January 17, 2024, and to allow the Company,
without another stockholder vote, to elect to further extend the Liquidation Date on a monthly basis for up to five times, from January
17, 2024 to June 17, 2024 (the “Trust Amendment Proposal”). A copy of the proposed amendment is set forth in Annex B
to the accompanying proxy statement; and (iii) an adjournment proposal to adjourn the Stockholder Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting,
there are insufficient shares of our common stock, par value $0.0001 per share (“Common Stock”), represented either in person
(including virtually) or by proxy to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the
Stockholder Meeting to approve the Extension Amendment Proposal and the Trust Amendment Proposal (the “Adjournment Proposal”)
(unless the Company determines that it is not necessary to hold the Stockholder Meeting as described in the accompanying proxy statement),
each as more fully described below in the accompanying proxy statement, which is dated November 13, 2023 and is first being mailed
to stockholders on or about that date.
The
proposals to be voted upon at the Stockholder Meeting are as follows:
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1. |
Proposal
No. 1 — Extension Amendment Proposal — To amend the Certificate of Incorporation to extend
the Termination Date by which the Company has to consummate a Business Combination from the Current Termination Date
to the Charter Extension Date and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as
the Sponsor shall request) each time after the Charter Extension Date, by resolution of the Board, if requested by the Sponsor, and
upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2024, or a total of up to six months
after the Current Termination Date, unless the closing of a Business Combination shall have occurred prior thereto. A copy of the
proposed amendment is set forth in Annex A to the accompanying proxy statement; |
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2. |
Proposal
No. 2 — Trust Amendment Proposal — To amend the Trust Agreement to extend the Liquidation
Date from December 17, 2023 to January 17, 2024, and to allow us, without another stockholder vote, to elect to further extend the
Liquidation Date on a monthly basis for up to five times from January 17, 2024 to June 17, 2024. A copy of the proposed amendment
is set forth in Annex B to the accompanying proxy statement; and |
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3. |
Proposal
No. 3 — Adjournment Proposal — To adjourn the Stockholder Meeting to a later date or
dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder
Meeting, there are insufficient shares of our Common Stock represented (either in person (including virtually) or by proxy) to constitute
a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension
Amendment Proposal and the Trust Amendment Proposal. |
Each
of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying
proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Company determines to effect the Charter
Extension, prior to filing an amendment to the Certificate of Incorporation with the Delaware Secretary of State to effectuate the Charter
Extension and entering into the Trust Amendment with Continental, the Sponsor (or one or more of its affiliates, members or third-party
designees, including, but not limited to, any parties to a business combination agreement or their affiliates) (the “Lender”)
shall lend the Company $55,000 (the “Monthly Extension Payment”), which the Company shall deposit into the Trust Account
(as defined below), upon the Company’s first drawdown under a non-interest bearing, unsecured promissory note in the amount of
up to $330,000 to be issued by the Company to the Lender (the “Note”). In addition, if the Extension Amendment Proposal and
the Trust Amendment Proposal are approved and the Charter Extension becomes effective, in the event that we have not consummated a Business
Combination by January 17, 2024, without approval of our public stockholders, we may, by resolution of the Board, if requested by the
Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date and Liquidation
Date up to five times, each by one additional month (or such shorter period as the Sponsor shall request) (for a total of up to six additional
months to complete a Business Combination), provided that we draw down and deposit into the Trust Account, for each such extension, the
Monthly Extension Payment, for an aggregate deposit of up to $275,000 (if all five additional extensions are exercised). If we complete
a Business Combination, we will repay the amounts loaned under the Note. If we do not complete a Business Combination by the applicable
Termination Date, such Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise
forgiven. If the Sponsor designates a third party as Lender, we may negotiate with the Lender and vary the terms of the Note, issue securities
and pay certain fees to the Lender in connection with the Note. The purpose of the Extension Amendment Proposal and the Trust Amendment
Proposal is to allow the Company additional time to complete a Business Combination. You are not being asked to vote on any Business
Combination at this time.
Our
Certificate of Incorporation provides that we have until the Current Termination Date to complete our Business Combination. The Board
has determined that it is in the best interests of the Company to seek an extension of the Current Termination Date and the Liquidation
Date and have the Company’s stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for
a period of additional time to consummate a Business Combination. Without the Charter Extension, we believe that we may not be able to
complete a Business Combination on or before the Current Termination Date. If that were to occur, we would be precluded from completing
a Business Combination and would be forced to liquidate. If we are unable to effect the Charter Extension, we will not be able to extend
the Current Termination Date.
We
reserve the right at any time to cancel the Stockholder Meeting and not to submit to our stockholders the Extension Amendment Proposal
and the Trust Amendment Proposal and implement the Charter Extension and the Trust Amendment. In the event the Stockholder Meeting is
cancelled and a Business Combination is not consummated prior to the Current Termination Date, we will dissolve and liquidate in accordance
with the Certificate of Incorporation.
We
believe that it is in the best interests of our stockholders that we obtain the Charter Extension if needed. After careful consideration
of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment
Proposal are each in the best interests of the Company and its stockholders, has declared it advisable and recommends that you vote or
give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Trust Amendment Proposal and “FOR”
the Adjournment Proposal.
As
contemplated by the Certificate of Incorporation, the holders of shares of Common Stock issued as part of the units sold in our initial
public offering (the “IPO,” and such shares, the “Public Stock”) may elect to redeem all or a portion of their
Public Stock in exchange for their pro rata portion of the funds held in the trust account (the “Trust Account”) established
to hold a portion of the proceeds of the IPO and the concurrent sale of warrants (“Private Placement Warrants”) to our Sponsor
in a private placement if the Charter Extension is implemented (the “Redemption”), regardless of how such public stockholders
vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved
by the requisite vote of stockholders (and not abandoned), holders of Public Stock remaining after the Redemption will retain their right
to redeem their Public Stock for their pro rata portion of the funds available in the Trust Account upon consummation of a Business Combination,
or if we do not complete a Business Combination, by the applicable Termination Date.
We
will not use the proceeds placed in the Trust Account and the interest earned thereon to pay any excise taxes that may be imposed on
us pursuant to any current, pending or future rules or laws, including without limitation any excise tax due imposed under the Inflation
Reduction Act (IRA) of 2022 (H.R. 5376) on any redemptions or stock buybacks by the Company. In the event (i) an excise tax and/or any
other similar fees or taxes in nature are levied or imposed on us pursuant to any current, pending or future rule(s) or law(s), including
without limitation any excise tax imposed under the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) in relation to a redemption of
securities as described herein or otherwise, and (ii) the holders of our shares of Common Stock approve the Extension Amendment Proposal,
if such excise tax or fee has not been paid by us to the applicable regulatory authority on or prior to the due date for such a tax or
fee, our Sponsor or a designee agrees to promptly (but in any event sufficiently prior to the due date for such tax or fee to assure
timely payment thereof) either directly pay such tax or fee on behalf of us or advance to us such funds as necessary and appropriate
to allow us to pay such tax or fee timely with respect to any future redemptions that occur prior to or in connection a business combination
or our liquidation. The Sponsor agrees not to seek recourse for such expenses from the Trust Account.
On
November 9, 2023, the most recent practicable date prior to the date of the accompanying proxy statement, the redemption price
per share was approximately $10.92, based on the aggregate amount on deposit in the Trust Account of approximately $13,813,179.43
as of November 9, 2023 (including interest not previously released to the Company to pay its income or other tax obligations),
divided by the total number of then outstanding shares of Public Stock. The redemption price per share will increase between November
9, 2023 and the date that is two business days prior to the Stockholder Meeting due to any interest that accrues on the amount on
deposit in the Trust Account prior to such date (less any amounts released to us to pay our income or other tax obligations between such
dates). The redemption price per share contained herein does not account for the Company’s recently announced deposit into the
Trust Account of $65,000 (representing approximately $0.051 per unredeemed share of Public Stock), to be made on or before November 17,
2023. If the closing price of the Public Stock was to remain the same until the date of the Stockholder Meeting, exercising redemption
rights would result in a public stockholder receiving approximately $0.12 less per share than if the shares were sold in the open
market (based on the current per share redemption price and the closing price of our Public Stock as reported on Nasdaq on November
9, 2023). We cannot assure stockholders that they will be able to sell their Public Stock in the open market, even if the market
price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in our securities when such
stockholders wish to sell their shares. We believe that such redemption right enables our public stockholders to determine whether or
not to sustain their investments for an additional period if we do not complete a Business Combination on or before the Current Termination
Date.
Approval
of both the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Charter Extension.
If the Charter Extension is implemented, the amount held in the Trust Account will be reduced by withdrawals in connection with the Redemption.
We cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal and the
Trust Amendment Proposal are approved, and the amount remaining in the Trust Account may be only a small fraction of the $13,813,179.43
that was in the Trust Account as of November 9, 2023 (including interest not previously released to us to pay our income or
other tax obligations).
If
either the Extension Amendment Proposal or the Trust Amendment Proposal are not approved and a Business Combination is not completed
on or before the Current Termination Date, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as
reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public
Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to us to pay our income or other tax obligations, if any (less
up to $100,000 of such interest to pay dissolution expenses), divided by the total number of the then-outstanding shares of Public Stock,
which Redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such Redemption,
subject to the approval of our remaining stockholders and the Board, in accordance with applicable law, liquidate and dissolve, subject
in the each case to the Company’s obligations under the Delaware General Corporation Law (the “DGCL”) to provide for
claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to
our warrants or rights, which will expire worthless in the event of our winding up.
In
the event of a liquidation, the Sponsor, our officers, our directors and certain members of our advisory board (collectively, the “Initial
Stockholders”) will not receive any monies held in the Trust Account as a result of their ownership of an aggregate of 2,875,000
shares of Common Stock issued prior to the IPO (the “Founder Shares”), and the Sponsor will not receive any monies held in
the Trust Account as a result of its ownership of 10,900,000 Private Placement Warrants exercisable for an aggregate of 5,450,000 shares
of Common Stock. As a consequence, a liquidating distribution will be made only with respect to the Public Stock.
If
we liquidate, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products sold
to us, or any claims by a prospective target business with which we have entered into a written letter of intent, confidentiality or
other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per share
of Public Stock or (ii) the actual amount per share of Public Stock held in the Trust Account as of the date of the liquidation of the
Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such
liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to
the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under our indemnity
of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. We cannot assure you,
however, that the Sponsor would be able to satisfy those obligations. Based upon the current amount in the Trust Account, the per-share
price at which shares of Public Stock would be redeemed from cash held in the Trust Account would be approximately $10.92.
Nevertheless, we cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than
$10.92, plus interest, due to unforeseen claims of creditors.
Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by
them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that
it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be
brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day
waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating
distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder,
and any liability of the stockholder would be barred after the third anniversary of the dissolution.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR SHARES OF COMMON STOCK ARE REDEEMED FOR A PRO RATA PORTION OF THE
FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE STOCKHOLDER
MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME,
PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER
AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM.
IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES
FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
With
respect to the regulation of special purpose acquisition companies (“SPACs”) like the Company, on March 30, 2022, the Securities
and Exchange Commission (“SEC”) issued proposed rules relating to, among other items, the extent to which SPACs could become
subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The proposal is
consistent with less formal positions recently taken by the staff of the SEC.
To
mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective
test of Section 3(a)(1)(A) of the Investment Company Act), prior to the 24-month anniversary of the effective date of the Company’s
IPO Registration Statement (as defined below), we instructed Continental, the trustee with respect to the Trust Account (the “Trustee”),
to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain all
funds in the Trust Account in cash in an interest-bearing bank account until the earlier of the consummation of our Business Combination
or our liquidation. The interest rate on such deposit account is currently approximately 4.5% per annum, but such deposit account
carries a variable interest rate, and we cannot assure you that such rate will not decrease or increase significantly. As a result,
we may receive less interest on the funds held in the Trust Account than if the assets in the Trust Account had remained in U.S. government
securities or money market funds, which would reduce the dollar amount our public stockholders would receive upon any Redemption
or the liquidation of the Company. See “Risk Factors — To mitigate the risk that we might be deemed to be an investment
company for purposes of the Investment Company Act, we have instructed the Trustee to liquidate the securities held in the Trust Account
and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our Business Combination or our liquidation.
As a result, we may receive less interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public
stockholders would receive upon any redemption or liquidation of the Company.”
Approval
of each of the Extension Amendment Proposal and the Trust Amendment Proposal requires the affirmative vote of at least a majority of
the issued and outstanding shares of Common Stock.
Approval
of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding
shares of Common Stock who are present in person (including virtually) or represented by proxy and entitled to vote thereon at the Stockholder
Meeting. The Adjournment Proposal will only be put forth for a vote if there are insufficient shares of Common Stock present at the Stockholder
Meeting to constitute a quorum or there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment
Proposal at the Stockholder Meeting.
Record
holders of Common Stock at the close of business on November 7, 2023 (the “Record Date”) are entitled to vote or have their
votes cast at the Stockholder Meeting. On the Record Date, there were 1,265,429 issued and outstanding shares of Common Stock held by
public stockholders and 2,875,000 issued and outstanding Founder Shares held by the Initial Stockholders. Our warrants and rights do
not have voting rights.
Our
Initial Stockholders intend to vote all of their Founder Shares in favor of the proposals being presented at the Stockholder Meeting
and have, pursuant to a letter agreement, agreed to, among other things, waive their redemption rights with respect to any Common Stock
held by them in connection with this Stockholder Meeting. The Founder Shares will be excluded from the pro rata calculation used to determine
the per-share redemption price. As of the date of the accompanying proxy statement, the Initial Stockholders hold approximately 69.4%
of the issued and outstanding shares of Common Stock, of which (i) approximately 61.3% is held by our Sponsor, (ii) approximately 6.7%
is held by our officers and directors and (iii) approximately 1.4% is held by certain members of our advisory board (in each of (ii)
and (iii), excluding any securities indirectly owned by such officers, directors or advisory board members as a result of their membership
interest in the Sponsor). As a result, approval of each of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment
Proposal will not require the affirmative vote of any shares of Public Stock.
The
accompanying proxy statement contains important information about the Stockholder Meeting, the Extension Amendment Proposal, the Trust
Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Stockholder Meeting, we urge you to read this
material carefully and vote your shares.
The
accompanying proxy statement is dated November 13, 2023 and is first being mailed to stockholders on or about that date.
| |
By
Order of the Board of Directors of WinVest
|
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Acquisition
Corp. |
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|
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/s/
Lawrence S. Kramer |
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Lawrence
S. Kramer
|
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Chairman
of the Board of Directors |
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November 13, 2023 |
TABLE
OF CONTENTS
WINVEST
ACQUISITION CORP.
PROXY
STATEMENT
FOR
SPECIAL
MEETING OF STOCKHOLDERS
TO
BE HELD ON NOVEMBER 30, 2023
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the current views of WinVest
Acquisition Corp., a Delaware corporation (“WinVest,” or the “Company”), with respect to, among other things,
the Company’s capital resources and results of operations. Likewise, the Company’s financial statements and all of its statements
regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking
statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,”
“continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative
version of these words or other comparable words or phrases.
The
forward-looking statements contained in this proxy statement reflect the Company’s current views about future events and are subject
to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ
significantly from those expressed in any forward-looking statement. The Company does not guarantee that the transactions and events
described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results
and future events to differ materially from those set forth or contemplated in the forward-looking statements:
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our
ability to complete an initial business combination (a “Business Combination”); |
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the
anticipated benefits of a Business Combination; |
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the
issuance by the SEC of proposed rules to regulate special purpose acquisition companies (“SPACs”); |
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the
risk of the Company being deemed an “investment company” for purposes of the Investment Company Act of 1940, as amended
(the “Investment Company Act”); |
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the
volatility of the market price and liquidity of the Public Stock (as defined below) and other securities of the Company; |
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our
liquidation of the securities held in the Trust Account (as defined below) to avoid being deemed an investment company; |
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the
potential impact of the new federal 1% excise tax; |
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the risk of Nasdaq delisting our securities from trading
on its exchange following redemptions by our stockholders in connection with approval of the Extension Amendment Proposal (as defined
below); and |
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the
use of funds not held in the Trust Account or available to the Company from interest income on the Trust Account balance. |
While
forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation
to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,
data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further
discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those
expressed in any forward-looking statement, please see the section titled “Risk Factors” in our Annual Report on Form
10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023, and in other reports we file with the SEC. You should
not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third
parties making the forward-looking statements).
QUESTIONS
AND ANSWERS ABOUT THE STOCKHOLDER MEETING
The
questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked
questions about the Stockholder Meeting (as defined below) and the proposals to be presented at the Stockholder Meeting. The following
questions and answers do not include all the information that is important to our stockholders. Stockholders are urged to read carefully
this entire proxy statement, including the other documents referred to herein, to fully understand the proposals to be presented at the
Stockholder Meeting and the voting procedures for the Stockholder Meeting, which will be held on November 30, 2023, at 11:00
a.m., Eastern Time. The Stockholder Meeting will be held as a virtual meeting, or at such other time, on such other date and at such
other place to which the meeting may be postponed or adjourned (the “Stockholder Meeting”). You can participate in the meeting,
vote and submit questions via live webcast by visiting https://www.cstproxy.com/winvestacquisition/sm2023.
| Q: |
Why
am I receiving this proxy statement? |
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| A: |
We
are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. |
On
September 17, 2021, we consummated our initial public offering (the “IPO”) of units (“Units”), each consisting
of one share of our common stock, par value $0.0001 per share (“Common Stock,” and the Common Stock issued as part of the
Units, the “Public Stock”), one redeemable warrant (“Public Warrant”) to purchase one-half of one share of Common
Stock and one right (“Right”) to receive one-fifteenth of one share of Common Stock. Following the closing of the IPO, and
the subsequent full exercise of the underwriters’ over-allotment on September 27, 2021, $116,150,000 ($10.10 per Unit) from the
net proceeds of (i) the sale of the Units in the IPO and (ii) the concurrent sale of private warrants (the “Private Placement Warrants,”
and, collectively with the Public Warrants, the “Warrants”) to WinVest SPAC LLC (the “Sponsor”) was placed in
a trust account established at the consummation of the IPO that holds certain of the proceeds of the IPO and the Private Placement Warrants
(the “Trust Account”).
Like
most blank check companies, our amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”),
initially provided for the return of the IPO proceeds held in the Trust Account to the holders of shares of our Public Stock if there
was no qualifying Business Combination(s) consummated on or before December 17, 2022. On November 30, 2022, we held a special meeting
of stockholders to approve an amendment to the Certificate of Incorporation to extend the Termination Date (as defined below) from December
17, 2022 to January 17, 2023, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on
a monthly basis for up to five times by an additional one month each time after such date, by resolution of the Company’s
board of directors, if requested by the Sponsor, upon the deposit of $125,000 per monthly extension into the Trust Account and upon five
days’ advance notice prior to the applicable Termination Date, until June 17, 2023, or a total of up to six months after
December 17, 2022, unless the closing of the Company’s Business Combination shall have occurred prior thereto. After exercising
all five such monthly extensions and extending the Termination Date to June 17, 2023, we held a second special meeting of stockholders
to approve an amendment to the Certificate of Incorporation to extend the Termination Date from June 17, 2023 to July 17, 2023, and to
allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times
by an additional one month each time after such date, by resolution of the Company’s board of directors, if requested by
the Sponsor, upon the deposit of $65,000 per monthly extension into the Trust Account and upon five days’ advance notice prior
to the applicable Termination Date, until December 17, 2023 (the “Current Termination Date”), or a total of up to six months
after June 17, 2023, unless the closing of the Company’s Business Combination shall have occurred prior thereto. We have since
exercised five monthly extensions, extending the Termination Date to the Current Termination Date.
Without
the Charter Extension (as defined below), we do not believe we will be able to complete a Business Combination on or before December
17, 2023. We believe that it is in the best interests of our stockholders to continue the Company’s existence until June 17, 2024
in order to allow the Company additional time to complete a Business Combination, and we are therefore holding this Stockholder Meeting.
| Q: |
When
and where will the Stockholder Meeting be held? |
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| A: |
The
Stockholder Meeting will be held on November 30, 2023, at 11:00 a.m., Eastern Time, as a virtual meeting, or at such
other time, on such other date and at such other place to which the meeting may be postponed or adjourned. |
We
encourage you to attend the Stockholder Meeting virtually. You can participate in the meeting, vote and submit questions via live webcast
by visiting https://www.cstproxy.com/winvestacquisition/sm2023. Please see “Questions and Answers about the Stockholder Meeting — How
do I attend the virtual Stockholder Meeting?” for more information.
| A: |
If
you were a holder of record of shares of Public Stock at the close of business on November 7, 2023 (the “Record Date”),
you may vote with respect to the proposals electronically, either prior to or during the Stockholder Meeting, or by completing, signing,
dating and returning the enclosed proxy card in the postage-paid envelope provided. |
Voting
by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Stockholder Meeting in the manner you indicate. You are encouraged to sign and return
the proxy card even if you plan to attend the Stockholder Meeting so that your shares will be voted if you are unable to attend the Stockholder
Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and
return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 4:00 p.m., Eastern Time,
on November 29, 2023.
Voting
Electronically. You may virtually attend, vote and examine the list of stockholders entitled to vote at the Stockholder Meeting by
visiting https://www.cstproxy.com/winvestacquisition/sm2023 and entering the control number found on your proxy card, voting instruction
form or notice included in the proxy materials.
| Q: |
How
do I attend the virtual Stockholder Meeting? |
| A: |
If
you are a registered stockholder, you will receive a proxy card from Continental Stock Transfer & Trust Company (“Continental,”
or the “Transfer Agent”). The form contains instructions on how to attend the virtual Stockholder Meeting including the
URL address, along with your control number. You will need your control number for access. If you do not have your control number,
contact the Transfer Agent at 917-262-2373, or email spacredemptions@continentalstock.com. |
You
can pre-register to attend the virtual Stockholder Meeting starting November 28, 2023, at 9:00 a.m., Eastern Time (two
business days prior to the meeting date). Enter the URL address https://www.cstproxy.com/winvestacquisition/sm2023 into your browser,
enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start
of the Stockholder Meeting, you will need to log in again using your control number and will also be prompted to enter your control number
if you vote during the Stockholder Meeting.
Stockholders
who hold their investments through a bank or broker will need to contact the Transfer Agent to receive a control number. If you plan
to vote at the Stockholder Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not
vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the Transfer
Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address
above. Please allow up to 72 hours prior to the meeting for processing your control number.
If
you do not have access to Internet, you can listen only to the meeting by dialing 1 (800) 450-7155 (or 1 (857) 999-9155 if you are located
outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 6869671#. Please note that you will
not be able to vote or ask questions at the Stockholder Meeting if you choose to participate telephonically.
| Q: |
What
are the specific proposals on which I am being asked to vote at the Stockholder Meeting? |
| A: |
Our
stockholders are being asked to consider and vote on the following proposals: |
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1. |
Proposal
No. 1 — Extension Amendment Proposal — To amend our Certificate of Incorporation to extend the date
(the “Termination Date”) by which we have to consummate a Business Combination (the “Charter Extension”)
from the Current Termination Date to January 17, 2024 (the “Charter Extension Date”) and to allow us, without another
stockholder vote, to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter
period as the Sponsor shall request) each time after the Charter Extension Date, by resolution of our board of directors (the “Board”),
if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2024
(each, an “Additional Charter Extension Date”), or a total of up to six months after the Current Termination Date, unless
the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”). A copy
of the proposed amendment, which we refer to as the “Extension Amendment,” is set forth in Annex A to this proxy
statement; |
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2. |
Proposal
No. 2 — Trust Amendment Proposal — To amend the Trust Agreement (such amendment, the “Trust Amendment”),
dated September 14, 2021, by and between the Company and Continental, as amended, to extend the date (the “Liquidation Date”)
on which the Trustee must liquidate the Trust Account from December 17, 2023 to January 17, 2024, and to allow the Company, without
another stockholder vote, to elect to further extend the Liquidation Date on a monthly basis for up to five times from January 17,
2024 to June 17, 2024 (the “Trust Amendment Proposal”). A copy of the proposed amendment is set forth in Annex B
to this proxy statement; and |
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3. |
Proposal
No. 3 — Adjournment Proposal — To adjourn the Stockholder Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there
are insufficient shares of Common Stock represented either in person (including virtually) or by proxy to constitute a quorum necessary
to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal
and the Trust Amendment Proposal (the “Adjournment Proposal”). |
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Company determines to effect the Charter
Extension, prior to filing the Extension Amendment with the Delaware Secretary of State to effectuate the Charter Extension and
entering into the Trust Amendment with Continental, the Sponsor (or one or more of its affiliates, members or third-party designees,
including, but not limited to, any parties to a business combination agreement or their affiliates) (the “Lender”) shall
lend the Company $55,000 (the “Monthly Extension Payment”), which the Company shall deposit into the Trust Account upon the
Company’s first drawdown of a non-interest bearing, unsecured promissory note in the amount of up to $330,000 to be issued by the
Company to the Lender (the “Note”). In addition, if the Extension Amendment Proposal and the Trust Amendment Proposal are
approved and the Charter Extension and Trust Amendment become effective, in the event that we have not consummated a Business Combination
by January 17, 2024, without approval of our public stockholders, we may, by resolution of the Board, if requested by the Sponsor, and
upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date and Liquidation Date up to
five times, each by one additional month (or such shorter period as the Sponsor shall request) (for a total of up to six additional months
to complete a Business Combination), provided that we draw down and deposit into the Trust Account, for each such extension, the Monthly
Extension Payment under the Note, for an aggregate deposit of up to $275,000 (if all five additional extensions are exercised). If we
complete a Business Combination, we will repay the amounts loaned under the Note. If we do not complete a Business Combination by the
applicable Termination Date, such Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated
or otherwise forgiven. If the Sponsor designates a third party as Lender, we may negotiate with the Lender and vary the terms of the
Note, issue securities and pay certain fees to the Lender in connection with the Note.
For
more information, please see “Proposal No. 1 — The Extension Amendment Proposal.”
After
careful consideration, the Board has unanimously determined that the Extension Amendment Proposal, the Trust Amendment Proposal and the
Adjournment Proposal are in the best interests of the Company and its stockholders and unanimously recommends that you vote “FOR”
or give instruction to vote “FOR” each of these proposals.
The
existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict
between what may be in the best interests of the Company and its stockholders and what may be best for a director’s personal interests
when determining to recommend that stockholders vote for the proposals. See the sections titled “Proposal No. 1 — The
Extension Amendment Proposal — Interests of the Initial Stockholders” and “Beneficial Ownership of Securities”
for a further discussion of these considerations.
THE
VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS
PROXY STATEMENT.
| Q: |
Am
I being asked to vote on a proposal to elect directors? |
| |
|
| A: |
No.
Holders of Public Stock are not being asked to vote on the election of directors at this time. |
| |
|
| Q: |
Are
the proposals conditioned on one another? |
| |
|
| A: |
Approval
of both the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Charter Extension.
|
The
Adjournment Proposal is conditioned on the Company not obtaining the necessary votes for approving the Extension Amendment Proposal and
the Trust Amendment Proposal prior to the Stockholder Meeting in order to seek additional time to obtain sufficient votes in support
of the Charter Extension. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved at the Stockholder Meeting,
the Adjournment Proposal will not be presented.
| Q: |
Why
is the Company proposing the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal? |
| |
|
| A: |
Our
Certificate of Incorporation and the Trust Agreement provide for the return of the IPO proceeds held in trust to the holders of Public
Stock sold in the IPO if there is no qualifying Business Combination consummated on or before the Current Termination Date. The purpose
of the Extension Amendment Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow the
Company additional time to complete a Business Combination. |
Without
the Charter Extension, we believe that we will not be able to complete a Business Combination on or before the Current Termination Date.
If that were to occur, we would be forced to liquidate.
If
either the Extension Amendment Proposal or the Trust Amendment Proposal is not approved by our stockholders, we may put the Adjournment
Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Extension. If the Adjournment
Proposal is not approved by our stockholders, the Board may not be able to adjourn the Stockholder Meeting to a later date or dates in
the event that there are insufficient shares of Common Stock represented (either in person (including virtually) or by proxy) to constitute
a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension
Amendment Proposal and the Trust Amendment Proposal.
We
reserve the right at any time to cancel the Stockholder Meeting and not to submit to our stockholders the Extension Amendment Proposal
and the Trust Amendment Proposal and implement the Charter Extension and the Trust Amendment. In the event the Stockholder Meeting is
cancelled and a Business Combination is not consummated prior to the Current Termination Date, we will dissolve and liquidate in accordance
with the Certificate of Incorporation. If we liquidate, our public stockholders may only receive a return of a pro rata portion
of the amounts remaining in the Trust Account, and our Warrants and Rights will expire worthless. This will also cause you to lose any
potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation
in the combined company.
If
we are unable to effect the Charter Extension, we will not be able to extend the Current Termination Date.
| Q: |
What
constitutes a quorum? |
| |
|
| A: |
A
quorum of our stockholders is necessary to hold a valid meeting. The presence, in person (including virtually) or by proxy, of stockholders
holding a majority of the Common Stock entitled to vote at the Stockholder Meeting constitutes a quorum at the Stockholder Meeting.
Abstentions will be considered present for the purposes of establishing a quorum. The Sponsor, our officers, our directors and certain
members of our advisory board (collectively, the “Initial Stockholders”) hold an aggregate of 2,875,000 shares of Common
Stock issued prior to the IPO (the “Founder Shares”). Such Founder Shares, which represent an aggregate of 69.4% of the
issued and outstanding shares of Common Stock as of the Record Date, will count towards this quorum. As a result, as of the Record
Date, in addition to the Founder Shares, no shares of Common Stock held by public stockholders would be required to be present at
the Stockholder Meeting to achieve a quorum. Because the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment
Proposal are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals
unless instructed. Therefore, such broker non-votes will not count towards quorum at the Stockholder Meeting. In the absence of a
quorum, the chairman of the Stockholder Meeting has the power to adjourn the Stockholder Meeting. |
| |
|
| Q: |
What
vote is required to approve the proposals presented at the Stockholder Meeting? |
| |
|
| A: |
Approval
of each of the Extension Amendment Proposal and the Trust Amendment Proposal requires the affirmative vote of at least a majority
of the issued and outstanding shares of Common Stock. |
Approval
of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding
shares of Common Stock who are present in person (including virtually) or represented by proxy and entitled to vote thereon at the Stockholder
Meeting.
| Q: |
How
will the Sponsor and WinVest’s directors and officers vote? |
| |
|
| A: |
The
Initial Stockholders, including the Sponsor and WinVest’s directors and officers, intend to vote any Common Stock over which
they have voting control in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. |
The
Initial Stockholders are not entitled to redeem any Common Stock held by them in connection with the Extension Amendment Proposal. On
the Record Date, the Initial Stockholders beneficially owned and were entitled to vote an aggregate of 2,875,000 shares of Common Stock,
representing 69.4% of our issued and outstanding shares of Common Stock.
| Q: |
Who
is WinVest’s Sponsor? |
| |
|
| A: |
WinVest’s
sponsor is WinVest SPAC LLC, a Delaware limited liability company. The Sponsor currently owns 2,537,424 shares of Common Stock and
10,900,000 Private Placement Warrants. Jeff LeBlanc, the manager of the Sponsor, has voting and dispositive power over the Common
Stock and Private Placement Warrants held by the Sponsor. The Sponsor is not “controlled” (as defined in 31 CFR 800.208)
by a foreign person, such that the Sponsor’s involvement in a Business Combination would be a “covered transaction”
(as defined in 31 CFR 800.213). |
| Q: |
Why
should I vote “FOR” the Extension Amendment Proposal and the Trust Amendment Proposal? |
| |
|
| A: |
We
believe stockholders will benefit from the Company consummating a Business Combination and
are proposing the Extension Amendment Proposal and the Trust Amendment Proposal to extend
the date by which the Company has to complete a Business Combination until the Charter Extension
Date (or Additional Charter Extension Date, if applicable). Without the Charter Extension,
we believe that the Company may not be able to complete a Business Combination on or before
the Current Termination Date. If that were to occur, the Company would be forced to liquidate.
The
Trust Agreement provides that if a business combination has not been consummated by July 17, 2023 (unless extended up to five months),
the Trust Account is to be liquidated and its proceeds are to be distributed to the our public stockholders of record as of such
date, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up
to $100,000 of interest that may be released to us to pay dissolution expenses). The purpose of the Trust Amendment is to amend the
Trust Agreement to extend the Liquidation Date from December 17, 2023 to January 17, 2024, and to allow us, without another stockholder
vote, to elect to further extend the Liquidation Date on a monthly basis for up to five times from January 17, 2024 to June 17, 2024
to match the Certificate of Incorporation if the Extension Amendment Proposal is approved and the Extension Amendment is
filed. |
| |
|
| Q: |
What
if I do not want to vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal? |
| |
|
| A: |
If
you do not want the Extension Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal to be approved, you may
expressly “ABSTAIN,” not vote, or vote “AGAINST” such proposal. |
If
you attend the Stockholder Meeting virtually or by proxy, you may vote “AGAINST” the Extension Amendment Proposal, the Trust
Amendment Proposal or the Adjournment Proposal, and your Common Stock will be counted for the purposes of determining whether the Extension
Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal (as the case may be) are approved.
However,
if you fail to attend the Stockholder Meeting virtually or by proxy, or if you do attend the Stockholder Meeting virtually or by proxy
but you “ABSTAIN” or otherwise fail to vote at the Stockholder Meeting, your Common Stock will not be counted for the purposes
of determining whether the Adjournment Proposal is approved, and your Common Stock which are not voted at the Stockholder Meeting will
have no effect on the outcome of such vote. If you “ABSTAIN” or otherwise fail to vote at the Stockholder Meeting, this will
have the same effect as a vote “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Adjournment Proposal will not be presented for a
vote.
| Q: |
Will
you seek any further extensions to liquidate the Trust Account? |
| |
|
| A: |
Other
than as described in this proxy statement, we do not currently anticipate seeking any further extension to consummate a Business
Combination, but may do so in the future. |
| |
|
| Q: |
What
happens if the Extension Amendment Proposal or the Trust Amendment Proposal are not approved? |
| |
|
| A: |
If
there are insufficient votes to approve both the Extension Amendment Proposal and the Trust Amendment Proposal, we may put the Adjournment
Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Extension and the Trust
Amendment. |
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not both approved at the Stockholder Meeting or at any adjournment
thereof and a Business Combination is not completed on or before the Current Termination Date, then as contemplated by and in accordance
with the Certificate of Incorporation, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten business days thereafter redeem 100% of the Public Stock for cash for a redemption price per share as
described below (which Redemption (as defined below) will completely extinguish such holders’ rights as stockholders, including
the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such Redemption,
subject to approval of our then-stockholders and subject to the requirements of the Delaware General Corporation Law (the “DGCL”),
including the adoption of a resolution by the Board pursuant to Section 275(a) of the DGCL finding the dissolution of the Company advisable
and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Company’s
net assets to its remaining stockholders, as part of the Company’s plan of dissolution and liquidation, subject (in the case of
(ii) and (iii) above) to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of
applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata
interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay its taxes divided
by the total number of shares of Public Stock then outstanding.
The
Initial Stockholders waived their right to participate in any liquidation distribution with respect to the 2,875,000 Founder Shares held
by them. There will be no distribution from the Trust Account with respect to our Warrants or Rights, which will expire worthless in
the event the Company dissolves and liquidates the Trust Account.
| Q: |
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, what happens next? |
| |
|
| A: |
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will file the Extension Amendment with the Delaware
Secretary of State, enter into the Trust Amendment with the Trustee and continue to attempt to consummate a Business Combination
until the Charter Extension Date (or Additional Charter Extension Date, if applicable). |
If
the Charter Extension and the Trust Amendment are implemented and one or more of our stockholders elect to redeem their Public Stock
in exchange for their pro rata portion of the funds held in the Trust Account (a “Redemption”), we will remove from the Trust
Account and deliver to the holders of such redeemed Public Stock an amount equal to the pro rata portion of funds available in the Trust
Account with respect to such redeemed Public Stock, and retain the remainder of the funds in the Trust Account for our use in connection
with consummating a Business Combination, subject to the redemption rights of holders of Public Stock in connection with a Business Combination.
The
removal from the Trust Account of such amounts will reduce the amount remaining in the Trust Account and increase the percentage interest
of the Company held by the Sponsor.
| Q: |
If
I vote for or against the Extension Amendment Proposal or the Trust Amendment Proposal, do I need to request that my shares be redeemed? |
| |
|
| A: |
Yes.
Whether you vote “for” or “against” the Extension Amendment Proposal or the Trust Amendment Proposal, or
do not vote at all, you may elect to redeem your shares. However, you will need to submit a redemption request for your shares if
you choose to redeem. |
| Q: |
What
amount will holders receive upon consummation of the Business Combination or liquidation if the Extension Proposal and the Trust
Amendment Proposal are approved? |
| |
|
| A: |
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Company determines to effect the Charter
Extension, prior to filing the Extension Amendment and entering into the Trust Amendment with Continental, the Lender shall
lend the Company the Monthly Extension Payment, which the Company shall deposit into the Trust Account upon the Company’s first
drawdown of the Note. In addition, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the
Charter Extension and Trust Amendment become effective, in the event that we have not consummated a Business Combination by January
17, 2024, without approval of our public stockholders, we may, by resolution of the Board, if requested by the Sponsor, and upon
five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to five times, each by one
additional month (or such shorter period as the Sponsor shall request) (for a total of up to six additional months to complete a
Business Combination), provided that we draw down and deposit into the Trust Account, for each such extension, the Monthly Extension
Payment under the Note, for an aggregate deposit of up to $275,000 (if all five additional extensions are exercised). If we complete
a Business Combination, we will repay the amounts loaned under the Note. If we do not complete a Business Combination by the applicable
Termination Date, such Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or
otherwise forgiven. If the Sponsor designates a third party as Lender, we may negotiate with the Lender and vary the terms of the
Note, issue securities and pay certain fees to the Lender in connection with the Note. |
| |
|
| Q: |
Am
I being asked to vote on a Business Combination at this Stockholder Meeting? |
| |
|
| A: |
No.
You are not being asked to vote on a Business Combination at this time. If the Charter Extension is implemented and you do not elect
to redeem your shares of Public Stock, provided that you are a stockholder on the Record Date for the Stockholder Meeting to consider
a Business Combination, you will be entitled to vote on a Business Combination when it is submitted to stockholders and will retain
the right to redeem your shares of Public Stock for cash in connection with a Business Combination or liquidation. |
| |
|
| Q: |
Will
how I vote affect my ability to exercise redemption rights? |
| |
|
| A: |
No.
You may exercise your redemption rights whether or not you are a holder of Public Stock on the Record Date (so long as you are a
holder at the time of exercise), or whether you are a holder and vote your Public Stock on the Extension Amendment Proposal (for
or against) or any other proposal described by this proxy statement. As a result, the Charter Extension can be approved by stockholders
who will redeem their Public Stock and no longer remain stockholders, leaving stockholders who choose not to redeem their Public
Stock holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the
potential inability to meet the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). |
| |
|
| Q: |
Will
the balance in the Trust Account be affected by the Excise Tax included in the Inflation Reduction Act of 2022? |
| |
|
| A: |
On
August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which,
among other things, imposes a 1% excise tax on the fair market value of stock repurchased
by “covered corporations” beginning in 2023, with certain exceptions (the “Excise
Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders
from which the stock is repurchased. Because we are a Delaware corporation and our securities
are trading on Nasdaq, we believe that we are a “covered corporation” for this
purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares
repurchased at the time of the repurchase. However, for purposes of calculating the Excise
Tax, repurchasing corporations are permitted to net the fair market value of certain new
stock issuances against the fair market value of stock repurchases during the same taxable
year. In addition, certain exceptions apply to the Excise Tax.
We
will not use the proceeds placed in the Trust Account and the interest earned thereon to pay any excise taxes that may be imposed
on us pursuant to any current, pending or future rules or laws, including without limitation the Excise Tax, on any redemptions or
stock buybacks by the Company. In the event (i) an excise tax and/or any other similar fees or taxes in nature are levied or imposed
on us pursuant to any current, pending or future rule(s) or law(s), including without limitation the Excise Tax, in relation to a
redemption of securities as described herein or otherwise, and (ii) the holders of our shares of Common Stock approve the Extension
Amendment Proposal, if such excise tax or fee has not been paid by us to the applicable regulatory authority on or prior to the due
date for such a tax or fee, our Sponsor or a designee agrees to promptly (but in any event sufficiently prior to the due date for
such tax or fee to assure timely payment thereof) either directly pay such tax or fee on behalf of us or advance to us such funds
as necessary and appropriate to allow us to pay such tax or fee timely with respect to any future redemptions that occur prior to
or in connection a business combination or our liquidation. The Sponsor agrees not to seek recourse for such expenses from the Trust
Account. |
| Q: |
May
I change my vote after I have mailed my signed proxy card? |
| |
|
| A: |
Yes.
Stockholders may send a later-dated, signed proxy card to WinVest Acquisition Corp., at 125
Cambridgepark Drive, Suite 301, Cambridge, Massachusetts 02140, so that it is received by the Company prior to the vote at
the Stockholder Meeting (which is scheduled to take place on November 30, 2023) or attend the virtual Stockholder Meeting
and vote electronically. Stockholders also may revoke their proxy by sending a notice of revocation to our Chief Executive Officer,
which must be received by our Chief Executive Officer prior to the vote at the Stockholder Meeting. However, if your shares are held
in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change
your vote. |
| |
|
| Q: |
How
are votes counted? |
| |
|
| A: |
Votes
will be counted by the inspector of election appointed for the Stockholder Meeting, who will separately count “FOR” and
“AGAINST” votes and abstentions. Approval of each of the Extension Amendment Proposal and the Trust Amendment Proposal
requires the affirmative vote of at least a majority of the issued and outstanding shares of Common Stock. Approval of the Adjournment
Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares
of Common Stock who are present in person (including virtually) or represented by proxy and entitled to vote thereon at the Stockholder
Meeting. |
Stockholders
who attend the Stockholder Meeting, either virtually or by proxy, will be counted (and the number of Common Stock held by such stockholders
will be counted) for the purposes of determining whether a quorum is present at the Stockholder Meeting. The presence, in person (including
virtually) or by proxy, of stockholders holding a majority of the Common Stock entitled to vote at the Stockholder Meeting constitutes
a quorum at the Stockholder Meeting.
With
respect to the Extension Amendment Proposal and the Trust Amendment Proposal, abstentions will have the same effect as a vote “AGAINST”
the proposal. As these proposals are not “routine” matters, brokers will not be permitted to exercise discretionary voting
on these proposals.
With
respect to the Adjournment Proposal, abstentions will have no effect on the approval of the proposal. As this proposal is not a “routine”
matter, brokers will not be permitted to exercise discretionary voting on this proposal.
| Q: |
If
my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
| |
|
| A: |
If
your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide
the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by
your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy
card directly to the Company or by voting online at the Stockholder Meeting unless you provide a “legal proxy,” which
you must obtain from your broker, bank or other nominee. |
Under
the rules of the New York Stock Exchange, brokers who hold shares in “street name” for a beneficial owner of those shares
typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions
from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters
that the New York Stock Exchange determines to be “non-routine” without specific instructions from the beneficial owner.
The Extension Amendment Proposal, Trust Amendment Proposal and Adjournment proposal are all “non-routine” matters and therefore,
brokers are not permitted to exercise their voting discretion with respect to these proposals.
If
you are a WinVest stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee
on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Extension Amendment Proposal, the Trust
Amendment Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares on the Extension
Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal at the Stockholder Meeting only if you provide instructions
on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.
| Q: |
Does
the Board recommend voting “FOR” the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the
Adjournment Proposal? |
| |
|
| A: |
Yes.
After careful consideration of the terms and conditions of each of the Extension Amendment Proposal, the Trust Amendment Proposal
and the Adjournment Proposal, the Board has determined that each of the Extension Amendment Proposal, the Trust Amendment
Proposal and the Adjournment Proposal is in the best interests of the Company and its stockholders. The Board recommends that the
Company’s stockholders vote “FOR” each of the Extension Amendment Proposal, the Trust Amendment Proposal and, if
presented, the Adjournment Proposal. |
| |
|
| Q: |
What
interests do WinVest’s directors and officers have in the approval of the Extension Amendment Proposal and the Trust Amendment
Proposal? |
| |
|
| A: |
WinVest’s
directors and officers have interests in the Extension Amendment Proposal and the Trust Amendment Proposal that may be different
from, or in addition to, your interests as a stockholder. These interests include, among others, ownership, directly or indirectly
through the Sponsor, of Founder Shares and Private Placement Warrants. See the section titled “Proposal No. 1 — The
Extension Amendment Proposal — Interests of the Initial Stockholders” in this proxy statement. |
| |
|
| Q: |
Do
I have appraisal rights if I object to the Extension Amendment Proposal or the Trust Amendment Proposal? |
| |
|
| A: |
No.
There are no appraisal rights available to our stockholders in connection with the Extension Amendment Proposal or the Trust Amendment
Proposal. |
| |
|
| Q: |
If
I am a Public Warrant or Right holder, can I exercise redemption rights with respect to my Public Warrants or Rights? |
| |
|
| A: |
No.
The holders of Public Warrants and the holders of Rights have no redemption rights with respect to such Public Warrants or Rights. |
| |
|
| Q: |
What
do I need to do now? |
| |
|
| A: |
You
are urged to read carefully and consider the information contained in this proxy statement and to consider how the Extension Amendment
Proposal, the Trust Amendment Proposal and the Adjournment Proposal will affect you as a stockholder. You should then vote as soon
as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your
shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. |
| Q: |
How
do I exercise my redemption rights? |
| |
|
| A: |
If
you are a holder of Common Stock and wish to exercise your right to redeem your Common Stock, you must: |
| |
I. |
(a)
hold Common Stock or (b) hold Common Stock through Units and elect to separate your Units into the underlying Common Stock, Rights
and Public Warrants prior to exercising your redemption rights with respect to the Common Stock; |
| |
|
|
| |
II. |
prior
to 5:00 p.m., Eastern Time, on November 28, 2023 (two business days prior to the initially scheduled vote at the Stockholder
Meeting) (a) submit a written request to the Transfer Agent that the Company redeem all or a portion of your Common Stock for cash
and (b) identify yourself as the beneficial holder of the Common Stock and provide your legal name, phone number and address; and |
| |
|
|
| |
III. |
deliver
your Common Stock to the Transfer Agent, physically or electronically through the Depository Trust Company (“DTC”). |
The
address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.
Holders
of Units must elect to separate the underlying Common Stock, Rights and Public Warrants prior to exercising redemption rights with respect
to the Common Stock. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank
that they elect to separate the Units into the underlying Common Stock, Rights and Public Warrants, or if a holder holds Units registered
in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.
In
connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Charter Extension,
any holder of Common Stock will be entitled to request that their Common Stock be redeemed for a per share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the Stockholder Meeting, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income or other tax obligations,
divided by the number of then-outstanding shares of Common Stock. As of November 9, 2023, this would have amounted to approximately
$10.92 per share of Public Stock.
However,
the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over
the claims of our public stockholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than
originally anticipated due to such claims. We anticipate that the funds to be distributed to public stockholders electing to redeem their
Common Stock will be distributed promptly after the Stockholder Meeting.
Any
request for redemption, once made by a holder of Common Stock, may be withdrawn at any time until the deadline for exercising redemption
requests, unless approved by the Board. If you deliver your shares for redemption to the Transfer Agent and later decide prior to the
deadline for exercising redemption requests not to elect redemption, you may request that the Company instruct the Transfer Agent to
return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address
listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption
requests.
No
request for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to
the Transfer Agent by 5:00 p.m., Eastern Time, on November 28, 2023 (two business days prior to the initially scheduled date of
the Stockholder Meeting).
If
a holder of Common Stock properly makes a request for redemption and the Common Stock is delivered as described above, we will redeem
Common Stock for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the Stockholder
Meeting. If you are a holder of Common Stock and you exercise your redemption rights, it will not result in the loss of any Public Warrants
or Rights that you may hold.
If
the Stockholder Meeting is abandoned for any reason, then holders of Public Stock shall not have the right to redeem their Public Stock
at this time.
| Q: |
What
are the U.S. federal income tax consequences of exercising my redemption rights? |
| |
|
| A: |
The
U.S. federal income tax consequences of exercising your redemption rights will depend on your particular facts and circumstances.
Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights,
including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular
circumstances. For additional discussion of certain material U.S. federal income tax considerations with respect to the exercise
of these redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption
Rights.” |
| |
|
| Q: |
What
should I do if I receive more than one set of voting materials for the Stockholder Meeting? |
| |
|
| A: |
You
may receive more than one set of voting materials for the Stockholder Meeting, including multiple copies of this proxy statement
and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you
will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record
and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and
return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares. |
| |
|
| Q: |
Who
will solicit and pay the cost of soliciting proxies for the Stockholder Meeting? |
| |
|
| A: |
We
will pay the cost of soliciting proxies for the Stockholder Meeting. We have engaged Morrow Sodali LLC (“Morrow Sodali”)
to assist in the solicitation of proxies for the Stockholder Meeting. We will also reimburse banks, brokers and other custodians,
nominees and fiduciaries representing beneficial owners of Common Stock for their expenses in forwarding soliciting materials to
beneficial owners of Common Stock and in obtaining voting instructions from those owners. Our directors, officers, advisory board
members and employees may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any
additional amounts for soliciting proxies. |
| |
|
| Q: |
Who
can help answer my questions? |
| |
|
| A: |
If
you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should
contact: |
Morrow
Sodali LLC
333
Ludlow Street, 5th Floor, South Tower
Stamford,
CT 06902
Individuals
call toll-free (800) 662-5200
Banks
and brokers call (203) 658-9400
Email:
WINV.info@investor.morrowsodali.com
You
also may obtain additional information about WinVest from documents filed with the SEC by following the instructions in the section titled
“Where You Can Find More Information.” If you are a holder of Common Stock and you intend to seek redemption of your
shares, you will need to deliver your Common Stock (either physically or electronically) to the Transfer Agent at the address below prior
to 5:00 p.m., Eastern Time, on November 28, 2023 (two business days prior to the date of the Stockholder Meeting). If you have
questions regarding the certification of your position or delivery of your shares, please contact:
Continental
Stock Transfer & Trust Company
One
State Street, 30th Floor
New
York, New York 10004
Attn:
SPAC Redemption Team
Email:
spacredemptions@continentalstock.com
RISK
FACTORS
In
addition to the below risk factors, you should consider carefully all of the risks described in our Annual Report on Form 10-K, filed
with the SEC on March 31, 2023, in any subsequent Quarterly Reports on Form 10-Q filed with the SEC and in the other reports we
file with the SEC before making a decision to invest in our securities. The risks and uncertainties described in the aforementioned filings
and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are
not material, may also become important factors that adversely affect our business, financial condition and operating results or result
in our liquidation.
There
are no assurances that the Charter Extension will enable us to complete a Business Combination.
Approving
the Charter Extension involves a number of risks. Even if the Charter Extension is approved, we can provide no assurances that a Business
Combination will be consummated prior to June 17, 2024. Our ability to consummate any Business Combination is dependent on a variety
of factors, many of which are beyond our control. We are required to offer stockholders the opportunity to redeem shares in connection
with the Extension Amendment Proposal, and we will be required to offer stockholders redemption rights again in connection with any stockholder
vote to approve a Business Combination. Even if the Charter Extension or a Business Combination are approved by our stockholders, it
is possible that redemptions will leave us with insufficient cash to consummate a Business Combination on commercially acceptable terms,
or at all. The fact that we will have separate redemption periods in connection with the Charter Extension vote and the Business Combination
vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our stockholders may be unable to
recover their investment except through sales of our Public Stock on the open market. The price of our Public Stock may be volatile,
and there can be no assurance that stockholders will be able to dispose of their Public Stock at favorable prices, or at all.
The
SEC has issued proposed rules to regulate SPACs. Certain of the procedures that we, a potential Business Combination target, or
others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our Business
Combination and may constrain the circumstances under which we could complete a Business Combination.
On
March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in
SEC filings in connection with business combination transactions between SPACs such as us and private operating companies; the financial
statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with
proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions;
and the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would
provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration,
asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been adopted and may be adopted in the proposed
form or in a different form that could impose additional regulatory requirements on SPACs. Regardless of the SPAC Rule Proposals, we
may be deemed to be an investment company, as further described below. Certain of the procedures that we, a potential Business Combination
target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed
in the SPAC Rule Proposals, may increase the costs of negotiating and completing a Business Combination and the time required to consummate
a transaction, and may constrain the circumstances under which we could complete a Business Combination.
If
we were deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities
so that we would not be deemed an investment company, we would expect to abandon our efforts to complete a Business Combination and instead
to liquidate the Company.
As
described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company
could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe
harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company
Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a business combination.
Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing
that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date
of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then
be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.
Our IPO Registration Statement was declared effective in September 2021, more than 24 months ago, and we have not yet completed our Business
Combination. Accordingly, we would not meet the criteria for this safe harbor under the SPAC Rule Proposals. In addition, even though
we have instructed Continental, the Trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations
or money market funds held in the Trust Account prior to the 24-month anniversary of the effective date of the IPO Registration Statement
and thereafter to maintain all funds in the Trust Account in cash, we may still be deemed to be an investment company. We understand
that the SEC has recently been taking informal positions regarding the Investment Company Act consistent with the SPAC Proposed Rules.
There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that
does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule. As a result,
it is possible that a claim could be made that we have been operating as an unregistered investment company.
If
we were deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition,
we would be subject to burdensome compliance requirements. Although we do not believe that our principal activities will subject us to
regulation as an investment company under the Investment Company Act, if we are deemed to be an investment company and subject to compliance
with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we
have not allotted funds. As a result, unless we were able to modify our activities so that we would not be deemed an investment company,
we would expect to abandon our efforts to complete a Business Combination and instead to liquidate the Company. If we liquidate, our
public stockholders may only receive a return of a pro rata portion of the amounts remaining in the Trust Account, and our Warrants
and Rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance
of realizing future gains on your investment through any price appreciation in the combined company.
To
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we have instructed
the Trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the
earlier of the consummation of our Business Combination or our liquidation. As a result, we may receive less interest, if any, on the
funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation
of the Company.
The
funds in the Trust Account are currently held in an interest-bearing deposit account and have, since our initial public offering,
been held only in U.S. government treasury obligations with a maturity of 185 days or less, in money market funds investing solely in
U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act or in cash. To
mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A)
of the Investment Company Act) and thus subject to regulation under the Investment Company Act, prior to the 24-month anniversary of
the effective date of the IPO Registration Statement we instructed Continental, the Trustee with respect to the Trust Account, to liquidate
the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain all funds in the
Trust Account in cash in an interest-bearing bank account until the earlier of consummation of our Business Combination or liquidation
of the Company. The interest rate on such deposit account is currently approximately 4.5% per annum, but such deposit account carries
a variable interest rate, and we cannot assure you that such rate will not decrease or increase significantly. As a result, we may
receive less interest, if any, on the funds held in the Trust Account than if the assets in the Trust Account had remained in U.S.
government securities or money market funds. However, interest previously earned on the funds held in the Trust Account still may
be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, our liquidation of the securities held
in the Trust Account holding of all funds in the Trust Account in cash could reduce the dollar amount our public stockholders would receive
upon any redemption or liquidation of the Company.
The
Excise Tax included in the Inflation Reduction Act of 2022 may decrease the value of our securities following our Business Combination
and hinder our ability to consummate a Business Combination.
On
August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes the Excise Tax
on the fair market value of stock repurchased by “covered corporations” beginning in 2023, with certain exceptions. The Excise
Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware
corporation and our securities are trading on Nasdaq, we believe that we are a “covered corporation” for this purpose. The
amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for
purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances
against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise
Tax.
The
U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or
avoidance of the Excise Tax, and on December 27, 2022, it issued Notice 2023-2, which provided interim guidance on which taxpayers may
rely. Under the interim rules, liquidating distributions made by publicly traded domestic corporations are exempt from the excise tax.
In addition, any redemptions that occur in the same taxable year in which a liquidation is completed will also be exempt from such tax.
However, although such notice clarifies certain aspects of the Excise Tax, the interpretation and operation of other aspects of the Excise
Tax remain unclear, and such interim operating rules are subject to change.
As
described under “Proposal No. 1 — The Extension Amendment Proposal,” if the Current Termination Date (currently
December 17, 2023) is extended, our public stockholders will have the right to require us to redeem their Public Stock. Because any Redemption
that occurs as a result of the Charter Extension would occur after December 31, 2022, any Redemption or other repurchase that we make
may be subject to the Excise Tax to the extent we do not liquidate by December 31, 2023. Whether and to what extent we would be subject
to the Excise Tax would depend on a number of factors, including (i) the fair market value of the Redemptions and repurchases in connection
with our Business Combination, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or
other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but
issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the U.S. Department
of Treasury. In addition, because the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required
payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available to complete a business
combination, and could have an adverse effect on our ability to complete a business combination.
Nasdaq
may delist our securities from trading on its exchange following redemptions by our stockholders in connection with approval of the Extension
Amendment Proposal, which could limit investors’ ability to make transactions in our securities and subject us to additional trading
restrictions.
Our
Common Stock, Units, Warrants and Rights are listed on Nasdaq. After the Stockholder Meeting, we may be required to demonstrate compliance
with Nasdaq’s continued listing requirements in order to maintain the listing of our securities on Nasdaq. Such continued listing
requirements for our Common Stock include, among other things, the requirement to maintain at least 300 public holders, at least 500,000
publicly held shares and a market value of publicly held shares of $1 million. Pursuant to the terms of our Certificate of Incorporation,
in connection with the Extension Amendment Proposal, stockholders may elect to redeem their Public Stock and, as a result, we may not
be in compliance with Nasdaq’s continued listing requirements.
If
our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange.
If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another approved
national securities exchange, we expect that such securities could be quoted on an over-the-counter market. If this were to occur, we
could face significant material adverse consequences, including: (i) a limited availability of market quotations for our securities,
(ii) reduced liquidity for our securities, (iii) a determination that our Public Stock is a “penny stock,” which would
require brokers trading in our Public Stock to adhere to more stringent rules, including being subject to the depository requirements
of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for our
securities, (iv) a decreased ability to issue additional securities or obtain additional financing in the future, and (v) a less attractive
acquisition vehicle to a target business in connection with a Business Combination. The National Securities Markets Improvement
Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as “covered securities.” Our Common Stock, Units, Warrants and Rights qualify as covered securities under such statute.
If we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject
to regulation in each state in which we offer our securities.
SPECIAL
MEETING OF WINVEST STOCKHOLDERS
This
proxy statement is being provided to WinVest stockholders as part of a solicitation of proxies by the Board for use at the special meeting
of WinVest stockholders to be held on November 30, 2023, and at any adjournment thereof. This proxy statement contains important
information regarding the Stockholder Meeting, the proposals on which you are being asked to vote and information you may find useful
in determining how to vote and voting procedures.
This
proxy statement is being first mailed on or about November 13, 2023 to all stockholders of record of WinVest as of the Record
Date for the Stockholder Meeting. Stockholders of record who owned Common Stock at the close of business on the Record Date are entitled
to receive notice of, attend and vote at the Stockholder Meeting.
Date,
Time and Place of Stockholder Meeting
The
Stockholder Meeting will be held on November 30, 2023, at 11:00 a.m., Eastern Time, as a virtual meeting, or at such other
time, on such other date and at such other place to which the meeting may be postponed or adjourned.
We
encourage you to attend the Stockholder Meeting virtually. You can participate in the meeting, vote and submit questions via live webcast
by visiting https://www.cstproxy.com/winvestacquisition/sm2023. Please see “Questions and Answers about the Stockholder Meeting — How
do I attend the virtual Stockholder Meeting?” for more information.
You
can pre-register to attend the virtual Stockholder Meeting starting November 28, 2023, at 9:00 a.m., Eastern Time (two
business days prior to the meeting date). Enter the URL address https://www.cstproxy.com/winvestacquisition/sm2023 into your browser,
enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start
of the Stockholder Meeting, you will need to log in again using your control number and will also be prompted to enter your control number
if you vote during the Stockholder Meeting.
Stockholders
who hold their investments through a bank or broker will need to contact the Transfer Agent to receive a control number. If you plan
to vote at the Stockholder Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not
vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent
for specific instructions on how to receive the control number. The Transfer Agent can be contacted at 917-262-2373, or via email at
spacredemptions@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.
If
you do not have access to the Internet, you can listen only to the meeting by dialing (or if you are located outside the United States
and Canada (standard rates apply)) and when prompted enter the pin number 6869671#. Please note that you will not be able to vote or
ask questions at the Stockholder Meeting if you choose to participate telephonically.
The
Proposals at the Stockholder Meeting
At
the Stockholder Meeting, our stockholders will consider and vote on the following proposals:
| |
1. |
Proposal
No. 1 — Extension Amendment Proposal — To amend our Certificate of Incorporation to extend the Termination
Date by which we have to consummate a Business Combination from the Current Termination Date to the Charter Extension Date, and to
allow us, without another stockholder vote, to extend the Termination Date on a monthly basis for up to five times by an additional
one month (or such shorter period as the Sponsor shall request) each time after the Charter Extension Date, by resolution of the
Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June
17, 2024, or a total of up to six months after the Current Termination Date, unless the closing of a Business Combination shall have
occurred prior thereto. A copy of the proposed amendment is set forth in Annex A to this proxy statement; and |
| |
2. |
Proposal
No. 2 — Trust Amendment Proposal — To amend the Trust Agreement to extend the Liquidation Date from
December 17, 2023 to January 17, 2024, and to allow the Company, without another stockholder vote, to elect to further extend the
Liquidation Date on a monthly basis for up to five times from January 17, 2024 to June 17, 2024. A copy of the proposed amendment
is set forth in Annex B to the accompanying proxy statement; and |
| |
|
|
| |
3. |
Proposal
No. 3 — Adjournment Proposal — To adjourn the Stockholder Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there
are insufficient shares of Common Stock represented (either in person (including virtually) or by proxy) to constitute a quorum necessary
to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal
and the Trust Amendment Proposal. |
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Company determines to effect the Charter
Extension, prior to filing the Extension Amendment with the Delaware Secretary of State to
effectuate the Charter Extension and entering into the Trust Amendment with Continental, the Lender shall lend the Company the Monthly
Extension Payment, which the Company shall deposit into the Trust Account, upon the Company’s first drawdown of the Note. In addition,
if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Charter Extension becomes effective, in the
event that we have not consummated a Business Combination by January 17, 2024, without approval of our public stockholders, we may, by
resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date,
extend the Termination Date up to five times, each by one additional month (or such shorter period as the Sponsor shall request) (for
a total of up to six additional months to complete a Business Combination), provided that we draw down and deposit into the Trust Account,
for each such extension, the Monthly Extension Payment under the Note, for an aggregate deposit of up to $275,000. If we complete a Business
Combination, we will repay the amounts loaned under the Note. If we do not complete a Business Combination by the applicable Termination
Date, such Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
If the Sponsor designates a third party as Lender, we may negotiate with the Lender and vary the terms of the Note, issue securities
and pay certain fees to the Lender in connection with the Note.
Voting
Power; Record Date
As
a stockholder of the Company, you have a right to vote on certain matters affecting the Company. The proposals that will be presented
at the Stockholder Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement.
You will be entitled to vote or direct votes to be cast at the Stockholder Meeting if you owned Common Stock at the close of business
on November 7, 2023, which is the Record Date for the Stockholder Meeting. You are entitled to one vote for each share of Common
Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a
margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially
own are properly counted. On the Record Date, there were 4,140,429 issued and outstanding shares of Common Stock, of which 1,265,429
shares are Public Stock held by public stockholders and 2,875,000 shares are Founder Shares held by the Initial Stockholders.
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS
THAT
YOU VOTE “FOR” EACH OF THE PROPOSALS
Quorum
The
presence, in person (including virtually) or by proxy, of stockholders holding a majority of the Common Stock entitled to vote at the
Stockholder Meeting constitutes a quorum at the Stockholder Meeting. Abstentions will be considered present for the purposes of establishing
a quorum. The Initial Stockholders, who own approximately 69.4% of the issued and outstanding shares of Common Stock as of the Record
Date, will count towards this quorum. As a result, as of the Record Date, no shares of Common Stock held by public stockholders would
be required to be present at the Stockholder Meeting to achieve a quorum.
Abstentions
Abstentions
will be considered present for the purposes of establishing a quorum but will not constitute votes cast at the Stockholder Meeting and
therefore will have the same effect as a vote “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal
and no effect on the approval of the Adjournment Proposal.
Under
the New York Stock Exchange rules, if a stockholder holds their shares in “street” name through a bank, broker or other nominee
and the stockholder does not instruct their broker, bank or other nominee how to vote their shares on a proposal, the broker, bank or
other nominee has the authority to vote the shares in its discretion on certain “routine” matters. However, banks, brokers
and other nominees are not authorized to exercise their voting discretion on any “non-routine” matters. This can result in
a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote
on one or more “routine” proposals to be voted on at a meeting of stockholders, (ii) there are one or more “non-routine”
proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions
from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting
instructions on a “non-routine” matter.
The
Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal are “non-routine” matters and therefore,
brokers are not permitted to exercise their voting discretion with respect to these proposals. As a result, if you hold your shares in
street name, your bank, brokerage firm or other nominee cannot vote your shares on any of these proposals at the Stockholder Meeting
without your instruction.
Vote
Required for Approval
Approval
of each of the Extension Amendment Proposal and the Trust Amendment Proposal requires the affirmative vote of at least a majority of
the issued and outstanding shares of Common Stock.
Approval
of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding
shares of Common Stock who are present in person (including virtually) or represented by proxy and entitled to vote thereon at the Stockholder
Meeting.
The
Initial Stockholders intend to vote all of their Common Stock in favor of the proposals being presented at the Stockholder Meeting. As
of the date of this proxy statement, the Initial Stockholders own, in aggregate, 69.4% of the issued and outstanding shares of Common
Stock.
The
following table reflects the number of additional shares of Public Stock required to approve each proposal:
| | |
| |
Number
of Additional Shares of Public
Stock Required To Approve Proposal | |
| Proposal | |
Approval
Standard | |
If
Only Quorum
is Present
and All Present
Shares Cast
Votes | | |
If
All Shares Are Present
and All Present
Shares Cast
Votes | |
| Extension Amendment Proposal | |
Majority of Issued and Outstanding
Shares of Common Stock | |
| 0 | | |
| 0 | |
| Trust Amendment Proposal | |
Majority of Issued and Outstanding Shares of
Common Stock | |
| 0 | | |
| 0 | |
| Adjournment Proposal | |
Majority of Voted Stock | |
| 0 | | |
| 0 | |
Voting
Your Shares
If
you were a holder of record of Common Stock as of the close of business on the Record Date for the Stockholder Meeting, you may vote
with respect to the proposals electronically, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid
envelope provided. Your proxy card shows the number of shares of Common Stock that you own. If your shares are held in “street
name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially
own are properly counted.
There
are two ways to vote your Common Stock at the Stockholder Meeting:
Voting
by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Stockholder Meeting in the manner you indicate. You are encouraged to sign and return
the proxy card even if you plan to attend the Stockholder Meeting so that your shares will be voted if you are unable to attend the Stockholder
Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and
return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 4:00 p.m., Eastern Time,
on November 29, 2023.
Voting
Electronically. You may virtually attend, vote and examine the list of stockholders entitled to vote at the Stockholder Meeting by
visiting https://www.cstproxy.com/winvestacquisition/sm2023 and entering the control number found on your proxy card, voting instruction
form or notice included in the proxy materials.
Revoking
Your Proxy
If
you give a proxy, you may revoke it at any time before the Stockholder Meeting or at the Stockholder Meeting by doing any one of the
following:
| |
● |
you
may send another proxy card with a later date; |
| |
|
|
| |
● |
you
may notify our Chief Executive Officer in writing at WinVest Acquisition Corp., 125 Cambridgepark Drive, Suite 301, Cambridge, Massachusetts
02140, before the Stockholder Meeting that you have revoked your proxy; or |
| |
|
|
| |
● |
you
may attend the virtual Stockholder Meeting, revoke your proxy, and vote electronically, as indicated above. |
No
Additional Matters
The
Stockholder Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Trust Amendment
Proposal and the Adjournment Proposal. Under our Bylaws, other than procedural matters incident to the conduct
of the Stockholder Meeting, no other matters may be considered at the Stockholder Meeting if they are not included in this proxy statement,
which serves as the notice of the Stockholder Meeting.
Who
Can Answer Your Questions about Voting
If
you are a WinVest stockholder and have any questions about how to vote or direct a vote in respect of your Common Stock, you may call
Morrow Sodali, our proxy solicitor, by calling (800) 662-5200 (toll-free), or (203) 658-9400 (for banks and brokers), or by emailing
WINV.info@investor.morrowsodali.com.
Redemption
Rights
Pursuant
to the Certificate of Incorporation, holders of Common Stock may seek to redeem their shares for cash, regardless of whether they vote
for or against, or whether they abstain from voting on, the Extension Amendment Proposal. In connection with the Extension Amendment
Proposal and contingent upon the effectiveness of the implementation of the Charter Extension, any stockholder holding Common Stock may
demand that we redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $10.92
per share as of November 9, 2023), calculated as of two business days prior to the Stockholder Meeting. If a holder properly seeks
redemption as described in this section, we will redeem these shares for a pro rata portion of funds deposited in the Trust Account and
the holder will no longer own these shares following the Stockholder Meeting.
As
a holder of Common Stock, you will be entitled to receive cash for any Common Stock to be redeemed only if you:
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(i) |
(a)
hold Common Stock or (b) hold Common Stock through Units and elect to separate your Units into the underlying Common Stock, Rights
and Public Warrants prior to exercising your redemption rights with respect to the Common Stock; |
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|
|
| |
(ii) |
submit
a written request to the Transfer Agent, in which you (a) request that the Company redeem all or a portion of your Common Stock for
cash, and (b) identify yourself as the beneficial holder of the Common Stock and provide your legal name, phone number and address;
and |
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|
|
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(iii) |
deliver
your Common Stock to the Transfer Agent, physically or electronically through DTC. |
Holders
must complete the procedures for electing to redeem their Common Stock in the manner described above prior to 5:00 p.m., Eastern Time,
on November 28, 2023 (two business days prior to the initially scheduled Stockholder Meeting) (the “Redemption Deadline”)
in order for their shares to be redeemed.
The
redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal
name, phone number and address to Continental in order to validly redeem its shares.
If
you hold your shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered
electronically. Shares of WinVest that have not been tendered (either physically or electronically) in accordance with these procedures
will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares
or delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker a fee and it would
be up to the broker whether or not to pass this cost on to the redeeming stockholder.
Any
request for redemption, once made by a holder of Common Stock, may not be withdrawn following the Redemption Deadline, unless approved
by the Board. Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent, by the Redemption
Deadline.
The
closing price of our Public Stock on November 9, 2023, the most recent practicable date prior to the date of this proxy statement,
was $11.04 per share. The cash held in the Trust Account on such date was approximately $13,813,179.43 (including interest
not previously released to the Company to pay its income or other tax obligations) ($10.92 per
share of Common Stock). Prior to exercising redemption rights, stockholders should verify the market price of Public Stock as they may
receive higher proceeds from the sale of their Public Stock in the public market than from exercising their redemption rights if the
market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your Public Stock in the
open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity
in our securities when you wish to sell your shares.
If
a holder of Public Stock exercises his, her or its redemption rights, then he, she or it will be exchanging its Public Stock for cash
and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by
delivering your share certificate (either physically or electronically) to the Transfer Agent two business days prior to the vote at
the Stockholder Meeting.
For
a discussion of certain material U.S. federal income tax considerations for stockholders with respect to the exercise of these redemption
rights, see “Certain Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.”
The consequences of a redemption to any particular stockholder will depend on that stockholder’s particular facts and circumstances.
Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights,
including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular
circumstances.
Appraisal
Rights
There
are no appraisal rights available to our stockholders in connection with the Extension Amendment Proposal or the Trust Amendment Proposal.
Proxy
Solicitation Costs
We
are soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or in
person. We have engaged Morrow Sodali to assist in the solicitation of proxies for the Stockholder Meeting. The Company and its directors,
officers and advisory board members may also solicit proxies in person. We will ask banks, brokers and other institutions, nominees and
fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute
proxies and voting instructions.
The
Company will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution
of this proxy statement and the related proxy materials. We will pay Morrow Sodali a fee of $17,500, plus disbursements, reimburse Morrow
Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates against certain claims, liabilities,
losses, damages and expenses for its services as our proxy solicitor. We will reimburse brokerage firms and other custodians for their
reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to our stockholders. Directors,
officers and advisory board members of the Company who solicit proxies will not be paid any additional compensation for soliciting.
PROPOSAL
NO. 1 — THE EXTENSION AMENDMENT PROPOSAL
Overview
WinVest
is proposing to amend its Certificate of Incorporation to extend the date by which it has to consummate a Business Combination to the
Charter Extension Date so as to give it additional time to complete a Business Combination.
Without
the Charter Extension, we believe the Company will not be able to complete a Business Combination on or before the Current Termination
Date. If that were to occur, the Company would be forced to liquidate.
As
contemplated by the Certificate of Incorporation, the holders of Public Stock may elect to redeem all or a portion of their Public Stock
in exchange for their pro rata portion of the funds held in the Trust Account if the Charter Extension is implemented.
On
November 9, 2023, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was
approximately $10.92, based on the aggregate amount on deposit in the Trust Account of approximately $13,813,179.43 as
of November 9, 2023 (including interest not previously released to the Company to pay its income or other tax obligations), divided
by the total number of then outstanding shares of Public Stock. The redemption price per share will increase between November
9, 2023 and the date that is two business days prior to the Stockholder Meeting due to any interest that accrues on the amount on
deposit in the Trust Account prior to such date (less any amounts released to us to pay our income or other tax obligations between such
dates). The redemption price per share contained herein does not account for the Company’s recently announced deposit into the
Trust Account of $65,000 (representing approximately $0.051 per unredeemed share of Public Stock), to be made on or before November 17,
2023. The closing price of the Public Stock as reported on Nasdaq on November 9, 2023 was $11.04. Accordingly, if the
market price of the Common Stock were to remain the same until the date of the Stockholder Meeting, exercising redemption rights would
result in a public stockholder receiving approximately $0.12 less per share than if the shares were sold in the open market (based
on the current per share redemption price and the closing price of our Public Stock as reported on Nasdaq on November 9, 2023).
We cannot assure you that you will be able to sell your Common Stock in the open market, even if the market price per share is lower
than the redemption price stated above, as there may not be sufficient liquidity in our securities when you wish to sell your shares.
We believe that such redemption right enables our public stockholders to determine whether or not to sustain their investments for an
additional period if we do not complete a Business Combination on or before the Current Termination Date.
Reasons
for the Extension Amendment Proposal
Our
Certificate of Incorporation currently provides that we have until December 17, 2023 to complete a Business Combination. The Company
and its officers and directors agreed that they would not seek to amend the Certificate of Incorporation to allow for a longer period
of time to complete a Business Combination unless the Company provided holders of its Public Stock with the right to seek redemption
of their Public Stock in connection therewith. The Board believes that it is in the best interests of our stockholders that the Charter
Extension be obtained so that we will have a limited additional amount of time to consummate a Business Combination. Without the Charter
Extension, we believe that we will not be able to complete a Business Combination on or before December 17, 2023. If that were to occur,
we would be forced to liquidate.
The
Extension Amendment Proposal is essential to allowing the Company additional time to consummate a Business Combination. Approval of the
Extension Amendment Proposal is a condition to the implementation of the Charter Extension.
If
the Extension Amendment Proposal is approved and the Company determines to effect the Charter Extension, prior to filing the
Extension Amendment with the Delaware Secretary of State to effectuate the Charter Extension,
the Lender shall lend the Company the Monthly Extension Payment, which the Company shall deposit into the Trust Account, upon the Company’s
first drawdown of the Note.
In
addition, if the Extension Amendment Proposal is approved and the Charter Extension becomes effective, in the event we have not consummated
a Business Combination by January 17, 2024, without approval of our public stockholders, we may, by resolution of the Board, if requested
by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to
five times, each by one additional month (or such shorter period as the Sponsor shall request) (for a total of up to six additional months
to complete a Business Combination), provided that we draw down and deposit into the Trust Account, for each such extension, the Monthly
Extension Payment, for an aggregate deposit of up to $275,000. If we complete a Business Combination, we will repay the amounts loaned
under the Note. If we do not complete a Business Combination by the applicable Termination Date, such Note will be repaid only from funds
held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If the Sponsor designates a third party as
Lender, we may negotiate with the Lender and vary the terms of the Note, issue securities and pay certain fees to the Lender in connection
with the Note. For illustrative purposes, if the Extension Amendment Proposal is approved and the Charter Extension becomes effective
and we take the maximum time to complete a Business Combination, the redemption price per share at the meeting for such Business Combination
or our subsequent liquidation would be approximately $11.23 per share of Public Stock, based on the aggregate amount on deposit
in the Trust Account of approximately $13,813,179.43 as of November 9, 2023, the Company’s recently announced
deposit into the Trust Account of $65,000, to be made on or before November 17, 2023, and an aggregate of $330,000 to be drawn down
under the Note and deposited in the Trust Account, divided by the total number of then outstanding shares of Public Stock (assuming
no Public Stock is redeemed in connection with the Stockholder Meeting, and not giving effect to the accrual of any further interest
or any interest to be released to the Company to pay its income or other tax obligations), in comparison to the redemption price as of
November 9, 2023 of approximately $10.92 per share.
If
the Extension Amendment Proposal is Not Approved
If
the Extension Amendment Proposal is not approved and a Business Combination is not completed on or before the Current Termination Date,
then, as contemplated by and in accordance with the Certificate of Incorporation, we will (i) cease all operations except for the purpose
of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the Public Stock
for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights
as stockholders, including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible
following such redemption, subject to approval of our then-stockholders and subject to the requirements of the DGCL, including the adoption
of a resolution by the Board pursuant to Section 275(a) of the DGCL finding the dissolution of the Company advisable and the provision
of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Company’s net assets
to its remaining stockholders, as part of the Company’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii)
above) to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned
on the funds held in the Trust Account and not previously released to the Company or necessary to pay its taxes divided by the total
number of shares of Public Stock then outstanding. There will be no distribution from the Trust Account with respect to our Warrants
or Rights, which may both expire worthless in the event the Company dissolves and liquidates the Trust Account. If we liquidate, our
public stockholders may only receive $10.92 per share. This will also cause you to lose any potential investment opportunity in
a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
The
Initial Stockholders have waived their rights to participate in any liquidation distribution with respect to the 2,875,000 Founder Shares
held by them.
If
the Extension Amendment Proposal is Approved
If
the Extension Amendment Proposal is approved, assuming the Trust Amendment Proposal is also approved, the Company shall make all filings
required to be made with the Delaware Secretary of State in connection with the Extension Amendment Proposal to extend the time it has
to complete a Business Combination until the Charter Extension Date. We will then continue to attempt to consummate a Business Combination
until the Charter Extension Date (or Additional Charter Extension Date, if applicable). WinVest will remain a reporting company
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and its Common Stock, Rights and Public Warrants
will remain publicly traded during this time.
Interests
of the Initial Stockholders
When
considering the recommendation of the Board, you should be aware that aside from their interests as direct or indirect stockholders,
the Initial Stockholders (including the Sponsor and our directors and officers) have interests that are different from, or in addition
to, those of other stockholders generally. The Board was aware of and considered these interests, among other matters, in recommending
to stockholders that they approve the Extension Amendment Proposal. You should take these interests into account in deciding whether
to approve the Extension Amendment Proposal:
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the
fact that the Sponsor paid $5,450,000 for 10,900,000 Private Placement Warrants, each of which is identical to the Public Warrants
issued as part of the Units and entitles the holder thereof to purchase one-half (1/2) of a share of Common Stock at a price of $11.50
per whole share. If the Extension Amendment Proposal is not approved and the Company does not consummate a Business Combination by
December 17, 2023, then a portion of the proceeds from the sale of the Private Placement Warrants will be part of the liquidating
distribution to the public stockholders and the Private Placement Warrants held by our Sponsor will be worthless; |
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the
fact that the Initial Stockholders have invested in the Company an aggregate of $5,475,000, comprised of the $25,000 purchase price
for 2,875,000 Founder Shares and the $5,450,000 purchase price for 10,900,000 Private Placement Warrants. Assuming a trading price
of $11.04 per share of Common Stock and $0.0065 per Public Warrant (based upon the respective closing prices of the
Common Stock and the Public Warrants on Nasdaq on November 9, 2023, the most recent practicable date prior to the date of
this proxy statement), the 2,875,000 Founder Shares and 10,900,000 Private Placement Warrants would have an implied aggregate market
value of $31,810,850.00. Even if the trading price of the shares of Common Stock was as low as $1.90 per share, the aggregate
market value of the Common Stock alone (without taking into account the value of the Private Placement Warrants) would be approximately
equal to the initial investment in the Company by the Initial Stockholders. As a result, if a Business Combination is completed,
the Initial Stockholders are likely to be able to make a substantial profit on their investment in the Company at a time when the
Common Stock has lost significant value. On the other hand, if the Extension Amendment Proposal is not approved and the Company liquidates
without completing a Business Combination before December 17, 2023, the Initial Stockholders will lose their entire investment in
the Company; |
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the
fact that the Company has issued unsecured promissory notes in the aggregate principal amount of $2,440,000 to the Sponsor, which
notes will be repaid only from amounts remaining outside of the Trust Account, if any, in the event we do not consummate a Business
Combination; |
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the
fact that the Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect
to any Founder Shares held by them if the Extension Amendment Proposal is not approved and we fail to complete a Business Combination
by December 17, 2023; |
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the
indemnification of our existing officers and directors and the liability insurance maintained by the Company; |
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the
fact that the Initial Stockholders will lose their entire investment in the Company and will not be reimbursed for any loans extended,
fees due or out-of-pocket expenses if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and a Business
Combination is not consummated by December 17, 2023; and |
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the
fact that the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services
rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter
of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account
to below (i) $10.10 per share of Public Stock or (ii) such lesser amount per share of Public Stock held in the Trust Account
as of the date of the liquidation of the Trust Account due to reductions in the value of the Trust Account assets, in each case net
of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party or
prospective target business who executed a waiver of any and all rights to seek access to the Trust Account or any claims under our
indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in
the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the
extent of any liability for such third party claims. |
Redemption
Rights
Pursuant
to the Certificate of Incorporation, holders of Common Stock may seek to redeem their shares for cash, regardless of whether they vote
for or against, or whether they abstain from voting on, the Extension Amendment Proposal. In connection with the Extension Amendment
Proposal and contingent upon the effectiveness of the implementation of the Charter Extension, any stockholder holding shares of Common
Stock may demand that the Company redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes,
was approximately $10.92 per share as of November 9, 2023), calculated as of two business days prior to the Stockholder
Meeting. If a holder properly seeks redemption as described in this section, we will redeem these shares for a pro rata portion of funds
deposited in the Trust Account and the holder will no longer own these shares following the Stockholder Meeting.
As
a holder of Common Stock, you will be entitled to receive cash for any Common Stock to be redeemed only if you:
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(i) |
(a)
hold Common Stock or (b) hold Common Stock through Units and elect to separate your Units into the underlying Common Stock, Rights
and Public Warrants prior to exercising your redemption rights with respect to the Common Stock; |
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|
|
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(ii) |
submit
a written request to the Transfer Agent, in which you (a) request that we redeem all or a portion of your Common Stock for cash,
and (b) identify yourself as the beneficial holder of the Common Stock and provide your legal name, phone number and address; and |
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(iii) |
deliver
your Common Stock to the Transfer Agent, physically or electronically through DTC. |
Holders
must complete the procedures for electing to redeem their Common Stock in the manner described above prior to 5:00 p.m., Eastern Time,
on November 28, 2023 (two business days prior to the initially scheduled Stockholder Meeting) in order for their shares to be
redeemed.
The
redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal
name, phone number and address to Continental in order to validly redeem its shares.
If
you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered
electronically. Shares of the Company that have not been tendered (either physically or electronically) in accordance with these procedures
will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares
or delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker a fee and it would
be up to the broker whether or not to pass this cost on to the redeeming stockholder.
Any
request for redemption, once made by a holder of Common Stock, may not be withdrawn following the Redemption Deadline, unless approved
by the Board. Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent by the Redemption
Deadline.
The
closing price of Public Stock on November 9, 2023, the most recent practicable date prior to the date of this proxy statement,
was $11.04 per share. The cash held in the Trust Account on November 9, 2023 was approximately $13,813,179.43 (including
interest not previously released to the Company to pay its income or other tax obligations) ($10.92 per
share of Common Stock). Prior to exercising redemption rights, stockholders should verify the market price of Public Stock as they may
receive higher proceeds from the sale of their Public Stock in the public market than from exercising their redemption rights if the
market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your Public Stock in the
open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity
in our securities when its stockholders wish to sell their shares.
If
a holder of Public Stock exercises his, her or its redemption rights, then he, she or it will be exchanging its Public Stock for cash
and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by
delivering your share certificate (either physically or electronically) to the Transfer Agent two business days prior to the vote at
the Stockholder Meeting.
Vote
Required for Approval
The
approval of the Extension Amendment Proposal requires the affirmative vote of at least a majority of the issued and outstanding shares
of Common Stock. Abstentions will be considered present for the purposes of establishing a quorum but will not constitute votes cast
at the Stockholder Meeting and therefore will have the same effect as a vote “AGAINST” the Extension Amendment Proposal.
As
of the date of this proxy statement, the Initial Stockholders intend to vote all Common Stock owned by them in favor of the Extension
Amendment Proposal. As of the date hereof, the Initial Stockholders own an aggregate of 69.4% of the issued and outstanding shares of
Common Stock. As a result, approval of the Extension Amendment Proposal will not require the affirmative vote of any shares of Public
Stock.
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
EXTENSION
AMENDMENT PROPOSAL.
PROPOSAL
NO. 2 — THE TRUST AMENDMENT PROPOSAL
Overview
We
entered into the Trust Agreement in connection with the IPO and a potential Business Combination. The Trust Amendment would amend the
Trust Agreement to authorize the Charter Extension as contemplated by the Extension Amendment Proposal.
Reasons
for the Proposal
The
purpose of the Trust Amendment Proposal is to authorize the Charter Extension under the Trust Agreement, as the Charter Extension is
not contemplated under the Trust Agreement’s current terms and such an amendment to the Trust Agreement requires the approval of
the holders of at least a majority of the outstanding shares of our Common Stock. We believe that given the Company’s expenditure
of time, effort and money on pursuing a Business Combination, circumstances warrant providing our public stockholders an opportunity
to consider a Business Combination. For the Company to implement the Charter Extension, the Trust Agreement must be amended to authorize
the Charter Extension.
If
the Trust Amendment Proposal is Not Approved
If
the Trust Amendment Proposal is not approved, the Charter Extension cannot be effected. If the Charter Extension is not effected and
we do not complete a Business Combination on or before the Current Termination Date, then, as contemplated by and in accordance with
the Certificate of Incorporation, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten business days thereafter redeem 100% of the Public Stock for cash for a redemption price per share as
described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive
further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval
of our then-stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by the Board pursuant to
Section 275(a) of the DGCL finding the dissolution of the Company advisable and the provision of such notices as are required by said
Section 275(a) of the DGCL, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part
of the Company’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Company’s obligations
under the DGCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price
shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and
not previously released to the Company or necessary to pay its taxes divided by the total number of shares of Public Stock then outstanding.
There will be no distribution from the Trust Account with respect to our Warrants or Rights, which may both expire worthless in the event
the Company dissolves and liquidates the Trust Account.
If
the Trust Amendment Proposal is Approved
If
the Trust Amendment Proposal is approved, assuming the Extension Amendment Proposal is also approved, the Company shall enter into the
Trust Amendment with the Trustee to extend the Liquidation Date. We will then continue to attempt to consummate a Business Combination
until the Charter Extension Date (or Additional Charter Extension Date, if applicable). WinVest will remain a reporting company
under the Exchange Act and its Common Stock, Rights and Public Warrants will remain publicly traded during this time.
Interests
of the Initial Stockholders
The
existence of financial and personal interests of our Initial Stockholders (including our Sponsor and our directors and officers) may
result in a conflict of interest on the part of one or more of the Initial Stockholders between what he, she or it may believe is in
the best interests of the Company and its stockholders and what he, she or it may believe is best for himself, herself or itself in determining
to recommend that stockholders vote for the proposals. See the section entitled Proposal No. 1 — The Extension Amendment Proposal
— Interests of the Initial Stockholders” for a further discussion.
Vote
Required for Approval
The
approval of the Trust Amendment Proposal requires the affirmative vote of at least a majority of the issued and outstanding shares of
Common Stock. Abstentions will be considered present for the purposes of establishing a quorum but will not constitute votes cast at
the Stockholder Meeting and therefore will have the same effect as a vote “AGAINST” the Trust Amendment Proposal.
As
of the date of this proxy statement, the Initial Stockholders intend to vote all Common Stock owned by them in favor of the Trust Amendment
Proposal. As of the date hereof, the Initial Stockholders own an aggregate of 69.4% of the issued and outstanding shares of Common Stock.
As a result, approval of the Trust Amendment Proposal will not require the affirmative vote of any shares of Public Stock.
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
TRUST
AMENDMENT PROPOSAL.
PROPOSAL
NO. 3 — THE ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal asks stockholders to approve the adjournment of the Stockholder Meeting to a later date or dates if necessary to
permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient
shares of Common Stock represented (either in person (including virtually) or by proxy) to constitute a quorum necessary to conduct business
at the Stockholder Meeting or to approve the Extension Amendment Proposal and the Trust Amendment Proposal.
If
the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by our stockholders, the Board may not be able to adjourn the Stockholder Meeting to a later
date in the event that based on the tabulated votes, there are insufficient shares of Common Stock represented (either in person (including
virtually) or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder
Meeting to approve the Extension Amendment Proposal and the Trust Amendment Proposal. In such events, the Charter Extension and the Trust
Amendment would not be implemented.
Vote
Required for Approval
The
approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued
and outstanding shares of Common Stock who are present in person (including virtually) or represented by proxy and entitled to vote thereon
at the Stockholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum but will not constitute
votes cast at the Stockholder Meeting and therefore will have no effect on the approval of the Adjournment Proposal.
As
of the date of this proxy statement, the Initial Stockholders intend to vote any shares of Common Stock owned by them in favor
of the Adjournment Proposal. As of the date hereof, the Initial Stockholders own an aggregate of 69.4% of the issued and outstanding
shares of Common Stock. As a result, approval of the Adjournment Proposal will not require the affirmative vote of any shares
of Public Stock.
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE
APPROVAL OF THE ADJOURNMENT PROPOSAL.
CERTAIN
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR STOCKHOLDERS EXERCISING REDEMPTION RIGHTS
The
following discussion is a summary of certain material U.S. federal income tax considerations for U.S. Holders and Non-U.S. Holders (each
as defined below) of Public Stock that elect to have their Public Stock redeemed for cash if the Extension Amendment Proposal is approved.
This section applies only to investors that hold Public Stock as capital assets for U.S. federal income tax purposes (generally, property
held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular
stockholder in light of its particular circumstances or status, including:
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financial
institutions or financial services entities; |
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broker-dealers; |
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corporations; |
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taxpayers
that are subject to the mark-to-market accounting rules; |
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tax-exempt
entities; |
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governments
or agencies or instrumentalities thereof; |
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tax-qualified
retirement plans; |
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insurance
companies; |
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regulated
investment companies or real estate investment trusts; |
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|
|
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● |
expatriates
or former long-term residents or citizens of the United States; |
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|
|
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● |
persons
that directly, indirectly, or constructively own five percent or more of our voting shares or five percent or more of the total value
of all classes of our shares; |
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|
|
| |
● |
persons
that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans
or otherwise as compensation; |
| |
|
|
| |
● |
persons
that hold our securities as part of a straddle, constructive sale, hedging, conversion, synthetic security or other integrated or
similar transaction; |
| |
|
|
| |
● |
persons
or corporations subject to the alternative minimum tax; |
| |
|
|
| |
● |
U.S.
Holders (as defined below) whose functional currency is not the U.S. dollar; |
| |
|
|
| |
● |
controlled
foreign corporations; |
| |
|
|
| |
● |
corporations
that accumulate earnings to avoid U.S. federal income tax; |
| |
|
|
| |
● |
“qualified
foreign pension funds” (within the meaning of Section 897(l)(2) of the Code) and entities whose interests are held by qualified
foreign pension funds; |
| |
|
|
| |
● |
accrual
method taxpayers that file applicable financial statements as described in Section 451(b) of the Code; or |
| |
|
|
| |
● |
passive
foreign investment companies or their stockholders. |
This
discussion is based on current U.S. federal income tax laws as in effect on the date hereof, which is subject to change, possibly on
a retroactive basis, which may affect the U.S. federal income tax consequences described herein. Furthermore, this discussion does not
address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare net investment income tax laws, or state, local
or non-U.S. laws. We have not sought, and we do not intend to seek, a ruling from the U.S. Internal Revenue Service (“IRS”)
as to any U.S. federal income tax considerations described herein. The IRS may disagree with the discussion herein, and its determination
may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions
will not adversely affect the accuracy of the statements in this discussion.
This
discussion does not consider the U.S. federal income tax treatment of entities or arrangements treated as partnerships or other pass-through
entities (including branches) for U.S. federal income tax purposes (any such entity or arrangement, a “Flow-Through Entity”)
or investors that hold our Public Stock through Flow-Through Entities. If a Flow-Through Entity is the beneficial owner of our Public
Stock, the U.S. federal income tax treatment of a redemption of such Public Stock generally will depend on the status of such investor
and the activities of such investor and such Flow-Through Entity.
If
you hold our Public Stock through a Flow-Through Entity, we urge you to consult your tax advisor.
THE
FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES
TO SUCH HOLDER OF EXERCISING REDEMPTION RIGHTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.
For
purposes of this discussion, because any Unit is separable at the option of the holder, we are treating each share of Public Stock, Public
Warrant and Right held by a holder in the form of a single Unit as separate instruments and assuming that the Unit itself will not be
treated as an integrated instrument. Accordingly, the cancellation or separation of the Units in connection with the exercise of redemption
rights generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance
can be given that the IRS would not assert, or that a court would not sustain, a contrary position.
Certain
U.S. Federal Income Tax Considerations to U.S. Stockholders
This
section is addressed to Redeeming U.S. Holders (as defined below) of Public Stock that elect to have their Public Stock redeemed for
cash as described in the section titled “Proposal No. 1 — The Extension Amendment Proposal — Redemption
Rights.” For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems
its shares and is, for U.S. federal income tax purposes:
| |
● |
an
individual citizen or resident of the United States; |
| |
|
|
| |
● |
a
corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized
(or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia; |
| |
|
|
| |
● |
an
estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
| |
|
|
| |
● |
any
trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more United States
persons (within the meaning of the Code) have the authority to control all substantial decisions of the trust or (2) it has a valid
election in place to be treated as a United States person. |
Tax
Treatment of the Redemption — In General
The
U.S. federal income tax consequences to a Redeeming U.S. Holder of Public Stock that exercises its redemption rights to receive cash
in exchange for all or a portion of its Public Stock will depend on whether the redemption qualifies as a sale of the Public Stock redeemed
under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the redemption qualifies as a sale of
such Redeeming U.S. Holder’s shares, such Redeeming U.S. Holder will generally be required to recognize gain or loss in an amount
equal to the difference, if any, between the amount of cash received and the tax basis of the shares redeemed. Such gain or loss should
be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. Any such capital gain or
loss generally will be long-term capital gain or loss if the Redeeming U.S. Holder’s holding period for such shares exceeds one
year at the time of the redemption. A Redeeming U.S. Holder’s tax basis in such Redeeming U.S. Holder’s shares generally
will equal the cost of such shares.
The
redemption generally will qualify as a sale of such shares if the redemption either (i) is “substantially disproportionate”
with respect to the Redeeming U.S. Holder, (ii) results in a “complete redemption” of such Redeeming U.S. Holder’s
interest in the Company or (iii) is “not essentially equivalent to a dividend” with respect to such Redeeming U.S. Holder.
These tests are explained more fully below.
For
purposes of such tests, a Redeeming U.S. Holder takes into account not only shares directly owned by such Redeeming U.S. Holder, but
also shares that are constructively owned by such Redeeming U.S. Holder. A Redeeming U.S. Holder may constructively own, in addition
to Public Stock owned directly, Public Stock owned by certain related individuals and entities in which such Redeeming U.S. Holder has
an interest or that have an interest in such Redeeming U.S. Holder, as well as any shares such Redeeming U.S. Holder has a right to acquire
by exercise of an option, which would generally include shares which could be acquired pursuant to the exercise of the Public Warrants.
The
redemption generally will be “substantially disproportionate” with respect to a Redeeming U.S. Holder if the percentage of
the Company’s outstanding voting shares that such Redeeming U.S. Holder directly or constructively owns immediately after the redemption
is less than 80 percent of the percentage of the Company’s outstanding voting shares that such Redeeming U.S. Holder directly or
constructively owned immediately before the redemption, and such Redeeming U.S. Holder immediately after the redemption actually and
constructively owns less than 50 percent of the total combined voting power of the Company. There will be a complete redemption of such
Redeeming U.S. Holder’s interest if either (i) all of the shares directly or constructively owned by such Redeeming U.S. Holder
are redeemed or (ii) all of the shares directly owned by such Redeeming U.S. Holder are redeemed and such Redeeming U.S. Holder is eligible
to waive, and effectively waives in accordance with specific rules, the attribution of the shares owned by certain family members and
such Redeeming U.S. Holder does not constructively own any other shares. The redemption will not be essentially equivalent to a dividend
if it results in a “meaningful reduction” of such Redeeming U.S. Holder’s proportionate interest in the Company. Whether
the redemption will result in a “meaningful reduction” in such Redeeming U.S. Holder’s proportionate interest will
depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even a small reduction
in the proportionate interest of a small minority Stockholder in a publicly held corporation that exercises no control over corporate
affairs may constitute such a “meaningful reduction.”
If
none of the above tests is satisfied, the redemption will be treated as a distribution with respect to the shares under Section 302 of
the Code, in which case the Redeeming U.S. Holder will be treated as receiving a corporate distribution as discussed below.
Redemption
of Public Stock Treated as Corporate Distribution
If
the redemption is treated as a corporate distribution, such distribution generally will constitute a dividend for U.S. federal income
tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.
If the redemption is treated as a corporate distribution treated as dividend, such dividends paid to a Redeeming U.S. Holder that is
a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With
certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction
limitations), and provided certain holding period requirements are met, dividends paid to a non-corporate Redeeming U.S. Holder generally
will constitute “qualified dividends” that will be subject to tax at a preferable rate. It is unclear whether the redemption
rights with respect to the Public Stock described in this proxy statement will prevent a U.S. Holder from satisfying the applicable holding
period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the
case may be.
Distributions
in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce
(but not below zero) the Redeeming U.S. Holder’s adjusted tax basis in such Redeeming U.S. Holder’s Public Stock. Any remaining
excess will be treated as gain realized on the sale or other disposition of such Redeeming U.S. Holder’s Public Stock as discussed
below. After the application of those rules, any remaining tax basis of the Redeeming U.S. Holder in the redeemed Public Stock will be
added to the Redeeming U.S. Holder’s adjusted tax basis in its remaining Public Stock, or, if it has none, to the Redeeming U.S.
Holder’s adjusted tax basis in its Public Warrants or possibly in other shares constructively owned by it.
Redemption
of Public Stock Treated as a Sale or Other Disposition
If
the redemption qualifies as a sale or other disposition of Public Stock, a Redeeming U.S. Holder will generally recognize gain or loss
in an amount equal to the difference between (i) the amount of cash received in such redemption and (ii) the Redeeming U.S. Holder’s
adjusted tax basis in its Public Stock so redeemed. A Redeeming U.S. Holder’s adjusted tax basis in its Public Stock generally
will equal the Redeeming U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a Unit allocated to a share
of Public Stock or the Redeeming U.S. Holder’s initial basis for Public Stock received upon exercise of a whole Warrant) less any
prior distributions treated as a return of capital. Any such capital gain or loss will be long-term capital gain or loss if the Redeeming
U.S. Holder’s holding period for the Public Stock so disposed of exceeds one year. Long-term capital gain realized by a non-corporate
Redeeming U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations. However,
it is unclear whether the redemption rights with respect to the Public Stock described in this proxy statement may prevent a U.S. Holder
from satisfying the applicable holding period requirements for long-term capital gain or loss.
If
a Redeeming U.S. Holder holds different blocks of Public Stock (generally, shares of Public Stock purchased or acquired on different
dates or at different prices), such Redeeming U.S. Holder is urged to consult its tax advisors to determine how the above rules apply
to such Redeeming U.S. Holder.
ALL
REDEEMING U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION
OF THEIR PUBLIC STOCK PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.
Certain
U.S. Federal Income Tax Considerations to Non-U.S. Stockholders
This
section is addressed to Redeeming Non-U.S. Holders (as defined below) of Public Stock that elect to have their shares redeemed for cash
as described in the section titled “Proposal No. 1 — The Extension Amendment Proposal — Redemption
Rights.” For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than
a Flow-Through Entity) of our Public Stock that so redeems its Public Stock and is not a Redeeming U.S. Holder.
Tax
Treatment of the Redemption — In General
Except
as otherwise discussed in this section, the characterization of a redemption for a Redeeming Non-U.S. Holder who elects to have its shares
redeemed will generally be characterized in the same manner as a U.S. Stockholder for U.S. federal income tax purposes. See the discussion
above under “Certain U.S. Federal Income Tax Considerations to U.S. Stockholders.”
Redeeming
Non-U.S. Holders of shares considering exercising their redemption rights are urged to consult their tax advisors as to whether the redemption
of their shares will be treated as a sale or as a distribution under the Code, and whether they will be subject to U.S. federal income
tax on any gain recognized or dividends received as a result of the redemption based upon their particular circumstances.
Redemption
of Public Stock Treated as a Corporate Distribution
If
the redemption qualifies as a corporate distribution, such distribution generally will constitute a dividend for U.S. federal income
tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles,
and provided such dividends are not effectively connected with the Redeeming Non-U.S. Holder’s conduct of a trade or business within
the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Redeeming
Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification
of its eligibility for such reduced rate (on IRS Form W-8BEN or W-8BEN-E). Distributions in excess of current and accumulated earnings
and profits will constitute a return of capital to the extent of the Redeeming Non-U.S. Holder’s adjusted tax basis in such Redeeming
Non-U.S. Holder’s Public Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of such
Redeeming Non-U.S. Holder’s Public Stock as discussed below. In addition, if we determine that we are likely to be classified as
a “U.S. real property holding corporation” (see “— Redemption of Public Stock Treated as a Sale or
Other Disposition” below), we will withhold 15% of any distribution that exceeds our current and accumulated earnings and profits.
The
withholding tax does not apply to dividends paid to a Redeeming Non-U.S. Holder who provides a Form W-8ECI, certifying that the dividends
are effectively connected with the Redeeming Non-U.S. Holder’s conduct of a trade or business within the United States. Instead,
the effectively connected dividends will be subject to regular U.S. income tax as if the Redeeming Non-U.S. Holder were a U.S. resident,
subject to an applicable income tax treaty providing otherwise. A Redeeming Non-U.S. corporation receiving effectively connected dividends
may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate) on its effectively
connected earnings and profits that are not reinvested in the United States.
Redemption
of Public Stock Treated as a Sale or Other Disposition
If
the redemption qualifies as a sale or other disposition, a Redeeming Non-U.S. Holder generally will not be subject to U.S. federal withholding
tax in respect of gain recognized on a sale or other disposition of Public Stock unless:
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● |
the
gain is effectively connected with the conduct of a trade or business by the Redeeming Non-U.S. Holder within the United States; |
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|
|
| |
● |
the
Redeeming Non-U.S. Holder is an individual present in the United States for 183 days or more in the taxable year of disposition and
certain other conditions are met; or |
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|
|
| |
● |
we
are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the
shorter of the five-year period ending on the date of disposition or the period that the Redeeming Non-U.S. Holder held Public Stock,
and, in the case where the shares of Public Stock are regularly traded on an established securities market, the Redeeming Non-U.S.
Holder has owned, directly or constructively (including through ownership of Warrants) more than 5% of the shares of Public Stock
at any time within the shorter of the five-year period preceding the disposition or such Redeeming Non-U.S. Holder’s holding
period for the shares of Public Stock. |
Unless
an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable
U.S. federal income tax rates as if the Redeeming Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point
above of a Redeeming Non-U.S. Holder that is a foreign corporation may also be subject to an additional “branch profits tax”
at a 30% rate (or lower treaty rate) on its effectively connected earnings and profits that are not reinvested in the United States.
Gain described in the second bullet point above will be subject to a flat 30% U.S. federal income tax rate on the gain derived from the
redemption, which gain may be offset by certain U.S. source capital losses for the year.
If
the third bullet point above applies to a Redeeming Non-U.S. Holder, gain recognized by such holder on the disposition of the Public
Stock will be subject to tax at generally applicable U.S. federal income tax rates. We cannot determine whether we will be a U.S. real
property holding corporation in the future until we complete a Business Combination. We will be classified as a U.S. real property holding
corporation if the fair market value of our “U.S. real property interests” equals or exceeds 50 percent of the sum of the
fair market value of our worldwide real property interests plus our other assets used or held for use in a trade or business, as determined
for U.S. federal income tax purposes.
If
a Redeeming Non-U.S. Holder holds different blocks of Public Stock (generally, shares of Public Stock purchased or acquired on different
dates or at different prices), such Redeeming Non-U.S. Holder is urged to consult its tax advisors to determine how the above rules apply
to such Redeeming Non-U.S. Holder.
Backup
Withholding
In
general, proceeds received from the exercise of redemption rights will be subject to backup withholding for a non-corporate Redeeming
U.S. Holder that:
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● |
fails
to provide an accurate taxpayer identification number; |
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|
|
| |
● |
is
notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income tax
returns; or |
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|
|
| |
● |
in
certain circumstances, fails to comply with applicable certification requirements. |
A
Redeeming Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification
of its non-U.S. status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Any
amount withheld under these rules will be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S.
federal income tax liability or refundable to the extent that it exceeds this liability, provided that the required information is timely
furnished to the IRS and other applicable requirements are met.
As
previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information
purposes only and is not intended to be, and should not be construed as, legal or tax advice to any Stockholder. We once again urge you
to consult with your tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S.
federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension
Amendment Proposal and any redemption of your Public Stock.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth information regarding the beneficial ownership of our Common Stock as of November 9, 2023, based on
information obtained from the persons named below, with respect to the beneficial ownership of shares of our Common Stock, by:
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● |
each
person known by us to be the beneficial owner of more than 5% of our issued and outstanding shares of Common Stock; |
| |
|
|
| |
● |
each
of our officers and directors; and |
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|
|
| |
● |
all
of our executive officers and directors as a group. |
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently
exercisable or exercisable within sixty days.
The
following table is based on 4,140,429 shares of Common Stock outstanding as of November 9, 2023. Common stockholders of record
are entitled to one vote for each share held on all matters to be voted on by stockholders. Unless otherwise indicated, we believe that
all persons named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially owned
by them. The following table does not reflect record or beneficial ownership of our Warrants or Rights, as these Warrants and Rights
are not exercisable within 60 days of November 9, 2023.
| Name
and Address of Beneficial Owner(1) | |
Amount
and Nature of Beneficial Ownership of Common Stock | | |
Percentage
of Outstanding Shares of Common Stock | |
| Directors and Named Executive
Officers: | |
| | | |
| | |
| Manish Jhunjhunwala | |
| 53,576 | | |
| 1.3 | % |
| Mark H. Madden | |
| 28,000 | | |
| * | |
| Alok R. Prasad | |
| 28,000 | | |
| * | |
| Lawrence S. Kramer | |
| 28,000 | | |
| * | |
| Elias Mendoza | |
| 28,000 | | |
| * | |
| Edward J. McGowan | |
| 28,000 | | |
| * | |
| Dr. Alex Pentland | |
| 28,000 | | |
| * | |
| Martin Schmidt | |
| 28,000 | | |
| * | |
| Barrie R. Zesiger | |
| 28,000 | | |
| * | |
| All current directors and executive officers
as a group (nine individuals) | |
| 277,576 | | |
| 6.7 | % |
| Certain Stockholders: | |
| | | |
| | |
| WinVest SPAC LLC(2) | |
| 2,537,424 | | |
| 61.3 | % |
| Owl Creek Asset Management,
L.P.(3) | |
| 450,000 | | |
| 10.9 | % |
*
Less than 1%.
| (1) |
Unless
otherwise noted, the business address of each of our stockholders listed is C/O WinVest Acquisition Corp., 125 Cambridgepark Drive,
Suite 301, Cambridge, Massachusetts 02140. |
| |
|
| (2) |
Consists
of shares owned by WinVest SPAC LLC, our Sponsor. Jeff LeBlanc, one of our founders, is the sole manager of our Sponsor
and may be deemed to have beneficial ownership of the shares of Common Stock held directly by our Sponsor. Mr. LeBlanc
disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein,
directly or indirectly. |
| |
|
| (3) |
As
reported on a Schedule 13G filed February 9, 2023 by Owl Creek Asset Management, L.P. and Jeffrey A. Altman (collectively, the “Owl
Creek Parties”). Each of the Owl Creek Parties holds shared voting and dispositive power over 450,000 shares of our Common
Stock and thus may be deemed the beneficial owner of these shares. Each of the Owl Creek Parties disclaims beneficial ownership of
the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The business
address of Owl Creek Asset Management, L.P. is 640 Fifth Avenue, 20th Floor, New York, NY 10019. |
FUTURE
STOCKHOLDER PROPOSALS
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension Amendment is filed, we anticipate that
we will hold another special meeting before the Termination Date to consider and vote upon approval of our Business Combination and other
related matters. If we consummate the Business Combination within the required timeframe, our first annual meeting of stockholders will
be held at a future date to be determined by the post-Business Combination company. If either the Extension Amendment Proposal or the
Trust Amendment Proposal are not approved and a Business Combination is not consummated, or if they are approved but we do not consummate
a Business Combination prior to the applicable Termination Date, the Company will liquidate and dissolve and there will be no annual
meetings of the Company. You should direct any proposals to our Chief Executive Officer at WinVest Acquisition Corp., 125 Cambridgepark
Drive, Suite 301, Cambridge, MA 02140.
HOUSEHOLDING
INFORMATION
Unless
we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders
reside if we believe the stockholders are members of the same family. This process, known as “householding,” reduces the
volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive
multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions
described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive
only a single set of our disclosure documents, the stockholders should follow these instructions:
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● |
If
the shares are registered in the name of the stockholder, the stockholder should contact us at our offices at WinVest Acquisition
Corp., 125 Cambridgepark Drive, Suite 301, Cambridge, MA 02140, to inform us of his or her request; or |
| |
|
|
| |
● |
If
a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly. |
WHERE YOU CAN FIND MORE INFORMATION
We
file reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on the
Company at the SEC web site, which contains reports, proxy statements and other information, at: http://www.sec.gov.
This
proxy statement is available without charge to our stockholders upon written or oral request. If you would like additional copies of
this proxy statement or if you have questions about the proposals to be presented at the Stockholder Meeting, you should contact the
Company in writing at WinVest Acquisition Corp., 125 Cambridgepark Drive, Suite 301, Cambridge, Massachusetts 02140 or by telephone at
(617) 658-3094.
If
you have questions about the proposals or this proxy statement, would like additional copies of this proxy statement, or need to obtain
proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali, our proxy solicitor, by calling (800)
662-5200 (toll-free), or collect at (203) 658-9400 (for banks and brokers, or by emailing WINV.info@investor.morrowsodali.com.
You will not be charged for any of the documents that you request.
To
obtain timely delivery of the documents, you must request them no later than five business days before the date of the Stockholder Meeting,
or no later than November 22, 2023.
ANNEX
A
PROPOSED
AMENDMENT
TO
THE
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
WINVEST
ACQUISITION CORP.
Pursuant
to Section 242 of the
Delaware
General Corporation Law
WINVEST
ACQUISITION CORP., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its
Chief Executive Officer, hereby certifies as follows:
| |
1. |
The
name of the Corporation is “WinVest Acquisition Corp.” |
| |
|
|
| |
2. |
The
Corporation’s Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 1, 2021
(the “Original Certificate”). |
| |
|
|
| |
3. |
An
Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware
on September 14, 2021 (the “Amended and Restated Certificate of Incorporation”). |
| |
|
|
| |
4. |
A
First Amendment to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware
on December 6, 2022. |
| |
|
|
| |
5. |
A
Second Amendment to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware
on June 16, 2023. |
| |
|
|
| |
6. |
A
Third Amendment to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware
on June 16, 2023. |
| |
|
|
| |
7. |
This
Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of
the Corporation, as amended. |
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|
|
| |
8. |
This
Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of a majority
of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation
Law of the State of Delaware (the “DGCL”). |
| |
|
|
| |
9. |
The
text of Paragraph A of Article Sixth is hereby amended and restated to read in full as follows: |
A.
Immediately after the IPO, a certain amount of the net offering proceeds received by the Corporation
in the IPO (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified
in the Registration Statement, shall be deposited in the Trust Fund. Except for the withdrawal of interest to pay taxes, none of the
funds held in the Trust Fund (including the interest earned on the funds held in the Trust Fund) will be released from the Trust Fund
until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the IPO Shares
if the Corporation is unable to complete its initial Business Combination within 28 months from the closing of the IPO (or up to 33 months,
if applicable under the provisions of paragraph (F) of this Article Sixth) and (iii) the redemption of shares in connection with a vote
seeking to amend such provisions of this Amended and Restated Certificate of Incorporation as described in this Section 6(A).
Holders of IPO Shares (whether such IPO Shares were purchased in the IPO or in the secondary market following the IPO and whether or
not such holders are officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public
Stockholders.” If, in accordance with Article Thirteenth, any amendment is made to this this Amended and Restated Certificate
of Incorporation (a) to modify the substance or timing of the Corporation’s obligation to redeem 100% of the IPO Shares if the
Corporation has not consummated an initial Business Combination within 28 months from the closing of the IPO (or up to 33 months, if
applicable under the provisions of paragraph F of this Article Sixth) or (b) with respect to any other material provisions of this this
Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-initial Business Combination activity,
the Public Stockholders shall be provided with the opportunity to redeem their IPO Shares upon the approval of any such amendment, at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest not previously
released to the Corporation to pay its taxes, divided by the number of then-outstanding IPO Shares.
10. The text of Paragraph F of Article Sixth is hereby amended and restated to read in full as follows:
F.
In the event that the Corporation does not consummate a Business Combination upon the date which is the later of (i) 28 months from the
closing of the IPO (or up to 33 months from the closing date of the IPO, if applicable,
under the provisions of this paragraph (F)) and (ii) such later date as may be approved by the Company’s stockholders in accordance
with this Amended and Restated Certificate of Incorporation (in any case, such date being referred to as the “Termination Date”),
the Corporation shall (a) cease all operations except for the purposes of winding up, (b) as promptly as reasonably possible but not
more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which
redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation
distributions, if any), and (c) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s
then-stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section
275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section
275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of
the Corporation’s plan of dissolution and liquidation, subject (in the case of (b) and (c) above) to the Corporation’s obligations
under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price
shall be equal to a pro rata share of the Trust Fund plus any pro rata interest earned on the funds held in the Trust Fund (less any
taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the total number of IPO Shares then outstanding.
Notwithstanding
the foregoing or any other provisions of the Articles of this Amended and Restated Certificate of Incorporation, in the event that the
Corporation has not consummated an initial Business Combination within 28 months from the closing of the IPO, the Corporation may, without
another stockholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to five
times by an additional one (1) month (or such shorter period as WinVest SPAC LLC (the “Sponsor”) shall request) each
time after 28 months from the closing of the IPO, by resolution of the Board, if requested by the Sponsor), and upon five days’
advance notice prior to the applicable Termination Date, until 33 months from the closing
of the Offering, provided that the Sponsor (or one or more of its affiliates, members or third-party designees, including, but not limited
to, any parties to a business combination agreement or their affiliates) (the “Lender”) will lend the Company, and
the Company will deposit into the Trust Fund, for each such extension, $55,000, for an aggregate deposit of up to $275,000 (if
all five additional extensions are exercised), upon the Company’s drawdown of a non-interest
bearing, unsecured promissory note issued by the Corporation to the Lender. If the Corporation completes a Business Combination, it will
repay the amounts loaned under the promissory note. If the Corporation does not complete a Business Combination by the deadline to consummate
the Business Combination, such promissory note will be repaid only from funds held outside of the Trust Fund or will be forfeited, eliminated
or otherwise forgiven.
IN
WITNESS WHEREOF, the Corporation has caused this Amendment to the Amended and Restated Certificate of Incorporation to be signed by its
Chief Executive Officer this day of ,
2023.
| WINVEST
ACQUISITION CORP. |
|
| |
|
| By: |
|
|
| Name: |
Manish
Jhunjhunwala |
|
| Title: |
Chief
Executive Officer |
|
ANNEX
B
PROPOSED
AMENDMENT
TO
THE
INVESTMENT
MANAGEMENT TRUST AGREEMENT
OF
WINVEST
ACQUISITION CORP.
This
Amendment No. 2 (this “Amendment”), dated as of December [●], 2023, to the Investment Management Trust Agreement
(as defined below), is made by and between WinVest Acquisition Corp, a Delaware corporation (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation, as trustee (the “Trustee”). All terms used but not defined
herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of September 14, 2021 (as amended, the “Trust
Agreement”);
WHEREAS,
$116,150,000 was placed in the Trust Account from the IPO and sale of Private Warrants;
WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein;
WHEREAS,
Section 1(j) of the Trust Agreement provides for the extension of the Applicable Deadline upon receipt of an Extension Letter in a form
substantially similar to that attached thereto as Exhibit D;
WHEREAS,
Section 7(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be amended with the approval of the holders
of at least a majority of the outstanding shares of Common Stock;
WHEREAS,
the Company and the Trustee previously effected a first amendment to the Trust Agreement on June 16, 2023, following the approval of
such amendment by the requisite holders of the Company’s Common Stock;
WHEREAS,
at a special meeting of stockholders held on November 30, 2023, the Company obtained the approval of the holders of at least a
majority of the outstanding shares of Common Stock to effect this Amendment; and
WHEREAS,
each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. |
Amendment
to Trust Agreement. |
| |
|
| 1.1 |
Section
1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
| |
|
| (i) |
Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or
Exhibit B, signed on behalf of the Company by its Chairman of the Board or Chief Executive Officer and Chief Financial Officer
or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to that attached
hereto as Exhibit A, acknowledged and agreed to by the Representative, complete the liquidation of the Trust Account and distribute
the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; or (y)
January 17, 2024 (the “Applicable Deadline”), provided, however, that the board of directors of the Company, in
its discretion, upon written notice to the Trustee, may extend the Applicable Deadline by up to one month each time on up to five
occasions, for up to an additional five months, but in no event to a date later than June 17, 2024 (or, if the Office of the Delaware
Division of Corporations shall not be open for business (including filing of corporate documents) on such date, the next date upon
which the Office of the Delaware Division of Corporations shall be open), if a Termination Letter has not been received by the Trustee
prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Applicable Deadline; |
| 1.2 |
Exhibit
D of the Trust Agreement is hereby amended and restated in its entirety as follows: |
EXHIBIT
D
[Date]
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor
New
York, New York 10004
Attention:
Francis Wolf and Celeste Gonzalez
| |
Re: |
Trust
Account – Extension Letter |
Ladies
and Gentlemen:
Pursuant
to Section 1(j) of the Investment Management Trust Agreement between WinVest Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company, dated as of September 14, 2021, as amended (“Trust Agreement”), this
is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses
for an additional one (1) month, from _______________ to _______________ (the “Extension”).
This
Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized words
used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $55,000, which will be wired to you, into the Trust
Account investments upon receipt.
This
is the _____ of up to five Extension Letters.
| |
Very
truly yours, |
| |
|
|
| |
WINVEST
ACQUISITION CORP. |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
cc:
Chardan Capital Markets, LLC
| 2.1. |
Successors.
All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the
benefit of their permitted respective successors and assigns. |
| |
|
| 2.2. |
Severability.
This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as
similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
| |
|
| 2.3. |
Applicable
Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. |
| |
|
| 2.4. |
Counterparts.
This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together
shall constitute but one instrument. |
PROXY
CARD
WinVest
Acquisition Corp.
125
Cambridgepark Drive, Suite 301
Cambridge,
MA 02140
SPECIAL
MEETING
OF
STOCKHOLDERS OF WINVEST ACQUISITION CORP.
YOUR
VOTE IS IMPORTANT
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR
THE SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD ON NOVEMBER 30, 2023.
The
undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated
November 13, 2023, in connection with the Special Meeting of Stockholders (the “Stockholder Meeting”)
of WinVest Acquisition Corp. (“WinVest” or the “Company”) to be held at 11:00 a.m., Eastern Time, on November
30, 2023, via a virtual meeting, and hereby appoints Lawrence S. Kramer and Manish Jhunjhunwala, and each of them (with full power
to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all stock of WinVest registered
in the name provided, which the undersigned is entitled to vote at the Stockholder Meeting, and at any adjournments thereof, with all
the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are,
and each of them is, instructed to vote or act as follows on the proposals set forth in the accompanying proxy statement.
THIS
PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR”
PROPOSALS 1, 2 AND 3.
| |
|
(Continued
and to be marked, dated and signed on reverse side) |
| |
|
|
Please
mark vote as indicated
in
this example |
☐ |
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR”
PROPOSALS
1, 2 AND 3. |
| Proposal
No. 1 — The Extension Amendment Proposal — To amend WinVest’s amended and restated
certificate of incorporation to (a) extend the date by which WinVest must consummate a Business Combination from December 17, 2023
to January 17, 2024, and (b) allow the Company, without another stockholder vote, to elect to extend the deadline to consummate a
business combination on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested)
each time after January 17, 2024, by resolution of the board of directors, if requested by WinVest SPAC LLC, and upon five days’
advance notice prior to the applicable deadline, until June 17, 2024, or a total of up to six months after December 17, 2023, unless
the closing of WinVest’s Business Combination shall have occurred. A copy of the proposed amendment is set forth in Annex
A to the accompanying proxy statement. |
FOR
☐ |
AGAINST
☐ |
ABSTAIN
☐ |
| Proposal
No. 2 — The Trust Amendment Proposal — To amend the Company’s Investment Management
Trust Agreement, dated September 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”),
as amended, to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with
its initial public offering from December 17, 2023 to January 17, 2024, and to allow the Company, without another stockholder vote,
to elect to further extend such date on a monthly basis for up to five times from January 17, 2024 to June 17, 2024. A copy of the
proposed amendment is set forth in Annex B to the accompanying proxy statement. |
FOR
☐ |
AGAINST
☐ |
ABSTAIN
☐ |
| Proposal
No. 3 — The Adjournment Proposal — To adjourn the Stockholder Meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder
Meeting, there are insufficient shares of common stock, par value $0.0001 per share, of WinVest represented (either in person (including
virtually) or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder
Meeting to approve the Extension Amendment Proposal and the Trust Amendment Proposal. |
FOR
☐ |
AGAINST
☐ |
ABSTAIN
☐ |
Dated:
, 2023
(Signature):
(Signature
if held jointly):
Signature
should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors,
administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of
attorney.
PLEASE
SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE
PROPOSALS SET FORTH IN PROPOSALS 1, 2 AND 3 AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
Grafico Azioni WinVest Acquisition (NASDAQ:WINVU)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni WinVest Acquisition (NASDAQ:WINVU)
Storico
Da Nov 2023 a Nov 2024
