Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement or a Registrant.
As previously disclosed, on December 5, 2022, WinVest Acquisition Corp. (the
"Company") issued an unsecured promissory note in the principal amount of
$750,000 (the "Promissory Note") to WinVest SPAC LLC, a Delaware limited
liability company (the "Sponsor"), pursuant to which the Sponsor agreed to loan
to the Company up to $750,000 in connection with the extension of the date (the
"Termination Date") by which the Company must consummate an initial business
combination ("Business Combination"). The Promissory Note does not bear interest
and matures upon the earlier of (a) the closing of a Business Combination and
(b) the Company's liquidation. The principal of the Promissory Note may be drawn
down from time to time in up to six equal amounts of $125,000, such amount
representing approximately $0.066 per unredeemed Public Share (as defined
below). In the event that the Company does not consummate a Business
Combination, the Promissory Note will be repaid only from amounts remaining
outside of the trust account (the "Trust Account") established in connection
with the Company's initial public offering (the "IPO"), if any. Upon the
consummation of a Business Combination, the Sponsor may elect to convert any
portion or all of the amount outstanding under the Promissory Note into private
warrants (each, a "Private Warrant") to purchase shares of the Company's common
stock, par value $0.0001 per share ("Common Stock"), at a conversion price of
$0.50 per Private Warrant. Such Private Warrants will be identical to the
private placement warrants issued to the Sponsor at the time of the IPO.
On March 15, 2023, the Company effected the fourth drawdown of $125,000 under
the Promissory Note and caused the Sponsor to deposit such sum into the Trust
Account in connection with the extension of the Termination Date from March 17,
2023 to April 17, 2023. Such amounts will be distributed either to: (i) all of
the holders of shares of Common Stock issued as part of the units sold in the
IPO ("Public Shares") upon the Company's liquidation or (ii) holders of Public
Shares who elect to have their shares redeemed in connection with the
consummation of a Business Combination.
© Edgar Online, source Glimpses
WINVEST ACQUISITION CORP. 
