{"url_path":"/sec/winvw/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into or Amendment of a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1854463/0001493152-26-026559-index.html","accession_number":"0001493152-26-026559","cik":"0001854463","ticker":"WINV","issuer_name":"WinVest Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854463/0001493152-26-026559-index.html","primary_entity_key":"0001854463","primary_entity_name":"WinVest Acquisition Corp."},"word_count":1704,"has_tables":true,"body_markdown":"**Item\n1.01. Entry Into or Amendment of a Material Definitive Agreement.**\n\n \n\nAs\npreviously disclosed by WinVest Acquisition Corp., a Delaware corporation (“SPAC”), in its Current Report on Form 8-K filed\nwith the Securities and Exchange Commission (the “SEC”) on December 10, 2025, on December 2, 2025, SPAC entered into a Business\nCombination Agreement (the “Original Business Combination Agreement”) with Embed Financial Group Holdings (formerly known\nas WinVest Holdings Corp.), an exempted company incorporated and registered in the Cayman Islands (“Pubco”), WinVest Merger\nSub I Limited, an exempted company incorporated and registered in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Company\nMerger Sub”), WV Merger Sub II Corp., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”),\nand Embed Financial Group Cayman Holdings, an exempted company incorporated and registered in the Cayman Islands (the “Company”)\n(all of the transactions contemplated by the Original Business Combination Agreement as amended and restated by the Restated Business\nCombination Agreement (as defined below), including the issuances of securities thereunder, the “Business Combination”).\n\n \n\nOn\nMay 26, 2026, SPAC, Pubco, the Company, SPAC Merger Sub, and Company Merger Sub entered into that certain Amended and Restated Business\nCombination Agreement (the “Restated Business Combination Agreement”), pursuant to which the Original Business Combination\nAgreement was amended and restated in its entirety to, among other things, reflect (i) the establishment of one or more sponsored American\ndepositary share facilities with The Bank of New York Mellon, as depositary bank, pursuant to which (a) each Company Class A Share outstanding\nimmediately prior to the effective time of the Company Merger (other than dissenting and excluded shares) will be cancelled and exchanged\nfor the right to receive Pubco Class A Ordinary Shares represented by American Depositary Shares (each, an “ADS”), and (b)\neach share of Common Stock of the SPAC outstanding immediately prior to the effective time of the SPAC Merger (other than dissenting\nand excluded shares) will be cancelled and converted into the right to receive one Pubco Class A Ordinary Share represented by one ADS,\nand the SPAC’s outstanding warrants and rights will be similarly converted into the right to acquire or receive Pubco Class A Ordinary\nShares represented by ADSs; and (ii) the completion, following the date of the Original Business Combination Agreement, of a share capital\nrestructuring of the Company, pursuant to which the Company’s authorized share capital was subdivided and re-designated into 480,000,000\nClass A Ordinary Shares and 20,000,000 Class B Ordinary Shares.\n\n \n\nThe\nforegoing description of the Restated Business Combination Agreement does not purport to be complete and is subject to and qualified\nin its entirety by reference to the Restated Business Combination Agreement, which is filed as Exhibit 2.1 to this Current Report on\nForm 8-K and is incorporated herein by reference.\n\n \n\n**Important\nInformation About the Business Combination and Where to Find It**\n\n \n\nPubco\nintends to file with the SEC a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which\nwill include a preliminary proxy statement of the SPAC and a prospectus (the “Proxy Statement/Prospectus”) in connection\nwith the proposed Business Combination. When available, the definitive proxy statement and other relevant documents will be mailed to\nstockholders of the SPAC as of a record date to be established for voting on the Business Combination and other matters as described\nin the Proxy Statement/Prospectus. Pubco and the SPAC will also file other documents regarding the Business Combination with the SEC.\nThis Current Report does not contain all of the information that should be considered concerning the proposed Business Combination and\nis not intended to form the basis of any investment decision or any other decision in respect of the proposed Business Combination. BEFORE\nMAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS OF THE SPAC AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE\nPRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT\nDOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE SPAC’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING\nOF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE\nTHESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE SPAC AND THE PROPOSED BUSINESS COMBINATION. Investors and security\nholders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed\nor that will be filed with the SEC by Pubco and the SPAC, without charge, once available, on the SEC’s website at www.sec.gov or\nby directing a request to: WinVest Acquisition Corp.: 125 Cambridgepark Drive, Suite 301 Cambridge, Massachusetts 02140; e-mail: manish@trefis.com\nor Embed Financial Group Cayman Holdings: e-mail: efgh-ir@icrinc.com.\n\n \n\n \n\n \n\n \n\nNEITHER\nTHE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON\nTHE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE\nIN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.\n\n** **\n\n**Participants\nin the Solicitation**\n\n** **\n\nThe\nCompany, SPAC, Pubco and their respective directors and executive officers, may be deemed participants in the solicitation of proxies\nof the SPAC’s stockholders in respect of the proposed Business Combination. The SPAC’s stockholders and other interested\npersons may obtain more detailed information about the names and interests of these directors and officers of the Company and the SPAC\nin the Business Combination which will be set forth in filings with the SEC, including when filed, the Registration Statement and Proxy\nStatement/Prospectus. These documents can be obtained free of charge from the sources specified above and on the SEC’s web site\nat www.sec.gov.\n\n \n\n**No\nOffer or Solicitation**\n\n** **\n\nThis\nCurrent Report on Form 8-K and the information contained herein is for informational purposes only and is not a proxy statement or solicitation\nof a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute\nan offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of the Company or the SPAC, or any commodity\nor instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer,\nsolicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.\nNo offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.\nInvestors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under\nthe Securities Act.\n\n \n\n**Forward-Looking\nStatements**\n\n \n\nThis\nCurrent Report on Form 8-K contains certain “forward-looking statements” within the meaning of the “safe harbor”\nprovisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination. These forward-looking\nstatements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”\n“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”\n“may,” “should,” “will,” “would,” “will be,” “will continue,”\n“will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.\nForward-looking statements are predictions, projections and other statements about future events that are based on current expectations\nand assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates\nand projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors\ncould cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including\nbut not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely\naffect the price of the SPAC’s securities; (ii) the failure to satisfy the conditions to the consummation of the Business Combination,\nincluding the approval of the Restated Business Combination Agreement by the stockholders of the SPAC; (iii) the occurrence of any event,\nchange or other circumstance that could give rise to the termination of the Restated Business Combination Agreement; (iv) the outcome\nof any legal proceedings that may be instituted against any of the parties to the Restated Business Combination Agreement following the\nannouncement of the entry into the Restated Business Combination Agreement and proposed business combination; (v) the ability of the\nparties to recognize the benefits of the Restated Business Combination Agreement and the Business Combination; (vi) the lack of useful\nfinancial information for an accurate estimate of future capital expenditures and future revenue (vii) statements regarding the Company’s\nindustry and market size, (viii) financial condition and performance of the Company, including the anticipated benefits, the implied\nenterprise value, the expected financial impacts of the Business Combination, potential level of redemptions of the SPAC’s public\nstockholders, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities\nof the Company, (ix) risks related to the Company’s business including potential political and economic instability in its intended\nmarkets and (x) those factors discussed in the SPAC’s filings with the SEC and that will be contained in the definitive Proxy Statement\nrelating to the Business Combination. You should carefully consider the foregoing factors and the other risks and uncertainties that\nwill be described in the “Risk Factors” section of the definitive Proxy Statement and other documents to be filed by the\nSPAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual\nevents and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only\nas of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while the SPAC and the\nCompany may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise\nthese forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. Neither\nof the SPAC or the Company gives any assurance that the SPAC or the Company, or the combined company, will achieve its expectations."}