Xtribe Plc entered into a definitive business combination agreement to acquire WinVest Acquisition Corp. (NasdaqCM:WINV) in a reverse merger transaction for approximately $140 million on May 9, 2024. The Business Combination Agreement values Xtribe at an implied equity value of approximately $141 million, assuming no redemption by WinVest?s existing public stockholders and subject to adjustment that may include additional investments in Xtribe or WinVest prior to the closing of the Proposed Transaction). Additional earnout shares may be issuable to Xtribe stockholders over time, upon achievement of certain trading price-based and/or profitability targets. After the closing, Xtribe shareholders are expected to retain a majority of the outstanding shares of the combined company, and Xtribe would have the right to designate a majority of the initial proposed directors for the combined company?s board. Transaction is expected to result in the combined company becoming publicly listed on Nasdaq upon the closing of the transaction. Upon closing, the combined company will be renamed ?Xtribe Holdings Limited?. The Xtribe management team, led by founder Enrico Dal Monte, will manage the combined company after the closing of the Proposed Transaction.

The boards of directors of both Xtribe and WinVest have approved the Proposed Transaction, which is expected to be completed in late 2024, subject to, among other things, approval by WinVest?s and Xtribe?s respective shareholders, and satisfaction (or waiver, as applicable) of the conditions provided in the Business Combination Agreement, including regulatory approvals and other customary closing conditions, including a registration statement in connection with the Proposed Transaction being declared effective by the U.S. Securities and Exchange Commission (the ?SEC?). As of May 10, 2024, the deal is expected to close from May 17, 2024 to June 17, 2024.

Chardan is acting as financial and capital markets advisor to Xtribe. Matthew Fry and J. Brent Beckert of Haynes and Boone, LLP is serving as legal advisor to WinVest. Christian Moretti of Cozen O?Connor PC is serving as US legal counsel to Xtribe.