WinVest Acquisition Corp. 8-K

What Happened

• On May 26, 2026, WinVest Acquisition Corp. (the SPAC) and Embed Financial Group (the Company), together with related merger subsidiaries and Pubco (Embed Financial Group Holdings, formerly WinVest Holdings Corp.), entered into an Amended and Restated Business Combination Agreement that replaces the December 2, 2025 business combination agreement. The 8-K reporting this was filed on June 1, 2026.
• The Restated Agreement updates the planned post-closing structure to use American Depositary Shares (ADSs) with The Bank of New York Mellon as depositary. It specifies how pre‑closing Company Class A shares, SPAC common shares, warrants and rights will convert into the right to receive Pubco Class A Ordinary Shares represented by ADSs. The agreement also reflects a share-capital restructuring of the Company.

Key Details

• Date of amendment: May 26, 2026 (8-K filed June 1, 2026). Original agreement entered Dec 2, 2025 (previously disclosed).
• ADS framework: Parties will establish one or more sponsored ADS facilities with BNY Mellon; pre‑closing Company Class A shares and SPAC common shares (and warrants/rights) will be cancelled and converted into rights to receive Pubco Class A Ordinary Shares represented by ADSs.
• Share capital restructure: Company’s authorized capital was redesignated to 480,000,000 Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares.
• Next steps: Pubco intends to file a Form F-4 (including a proxy statement/prospectus). SPAC will mail a definitive proxy statement and solicit a stockholder vote to approve the business combination.

Why It Matters

• This filing formalizes updated merger mechanics and the intended post‑transaction equity form (ADSs), which affects how investors in the SPAC and the private company would hold and trade shares after closing.
• The transaction still requires regulatory filings and a shareholder vote; completion is not guaranteed. Investors should review the forthcoming Form F-4 / proxy statement for full terms, risks, and voting information before making decisions.