Form 425 - Prospectuses and communications, business combinations
June 06 2024 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 6, 2024
WINVEST
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40796 |
|
86-2451181 |
(State
or other jurisdiction
of incorporation or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
125
Cambridgepark Drive, Suite 301
Cambridge,
Massachusetts
02140
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (617) 658-3094
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units,
each consisting of one share of Common Stock, one redeemable Warrant, and one right |
|
WINVU |
|
The
Nasdaq Stock Market LLC |
Common
Stock, par value $0.0001 per share |
|
WINV |
|
The
Nasdaq Stock Market LLC |
Warrants
to acquire 1/2 of a share of Common Stock |
|
WINVW |
|
The
Nasdaq Stock Market LLC |
Rights
to acquire one-fifteenth of one share of Common Stock |
|
WINVR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
As
previously disclosed, on May 9, 2024, WinVest Acquisition Corp. (“WinVest”), WinVest Merger Sub I, LLC, a Delaware limited
liability company and wholly owned subsidiary of WinVest, WinVest Merger Sub II, LLC, a Delaware limited liability company and wholly
owned subsidiary of WinVest (“Merger Sub II”), Xtribe P.L.C., a public limited company incorporated and registered in England
and Wales with number 07878011 (“Xtribe PLC”), and Xtribe Group, LLC, a Delaware limited liability company and wholly-owned
subsidiary of Xtribe PLC (“Xtribe Group” and, together with Xtribe PLC, “Xtribe”), entered into a plan of reorganization
and business combination agreement (the “Business Combination Agreement”) pursuant to which, among other transactions, Xtribe
Group will merge with and into Merger Sub II (together with the other transactions related thereto, the “Business Combination”)
with Merger Sub II as the surviving entity and direct wholly-owned subsidiary of WinVest. In connection with the Business Combination,
attached is a copy of an investor presentation (the “Presentation”) that contains additional information concerning Xtribe.
A copy of the Presentation is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Additional
Information and Where to Find It
This
Current Report on Form 8-K relates to a proposed transaction between Xtribe and WinVest. This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction
and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Xtribe, the combined company or WinVest,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. WinVest currently intends to file
a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of WinVest,
referred to as a proxy statement/prospectus, and certain other related documents. A proxy statement/prospectus will be sent to all WinVest
stockholders. WinVest also will file other documents with the SEC regarding the proposed transaction. Before making any voting decision,
investors and security holders of WinVest are urged to read the registration statement, the proxy statement/prospectus and all other
relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because
they will contain important information about the proposed transaction.
Investors
and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by WinVest through the website maintained by the SEC at www.sec.gov.
Participants
in the Solicitation
WinVest
and Xtribe, certain stockholders of WinVest, and WinVest’s and Xtribe’s respective directors, executive officers and employees
and other persons, may be deemed to be participants in the solicitation of proxies from the holders of WinVest common stock in connection
with the proposed transaction. Information about WinVest’s directors and executive officers and their ownership of WinVest common
stock is set forth in WinVest’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April
15, 2024, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of that filing. Other information regarding
the identity of and interests of the participants in the proxy solicitation, including Xtribe’s directors and executive officers,
will be included in the registration statement pertaining to the proposed transaction when it is filed with the SEC. These documents
can be obtained free of charge from the sources indicated above.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
99.1 |
|
Investor Presentation. |
104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
June 6, 2024
|
WINVEST
ACQUISITION CORP. |
|
|
|
|
By: |
/s/
Manish Jhunjhunwala |
|
Name: |
Manish
Jhunjhunwala |
|
Title: |
Chief
Executive Officer and Chief Financial Officer |
Exhibit 99.1
WinVest Acquisition (NASDAQ:WINVW)
Historical Stock Chart
From Jul 2024 to Aug 2024
WinVest Acquisition (NASDAQ:WINVW)
Historical Stock Chart
From Aug 2023 to Aug 2024