WinVest Acquisition Corp. announced that it will issued convertible unsecured promissory notes for gross proceeds of $750,000 on October 28, 2022. The note will be convertible in to warrants.

The Note does not bear interest and matures upon the earlier of the closing of a business combination and the company's liquidation. if the company does not consummate a business combination, the note will be repaid only from amounts remaining outside of the trust account, if any. upon the consummation of a business combination, the sponsor may elect to convert any portion or all the amount outstanding under the note into private warrants to purchase shares of the company's common stock, par value $0.0001 per share 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. the company has deposited $125,000 into the trust account in connection with the first drawdown under the note pursuant to the extension of the termination date to January 17, 2023, and will deposit an additional $125,000 into the trust account for each subsequent extension (as defined below) that is needed by the company to complete a business combination. such amounts will be distributed either to all the holders of shares of common stock issued as part of the units sold in the IPO upon the company's liquidation or holders of public shares who elect to have their shares redeemed in connection with the consummation of a business combination.

The issuance of the note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.