# WinVest Acquisition Corp. (WINVW) — merger/spac_merger [pending]
Source: SEC API (secapi.ai) · situation sit_a4d78e17a5f0febcc940 · retrieved 2026-08-12T21:25:06.203Z

## Overview
WinVest Acquisition Corp. is a blank-check company incorporated in Delaware that is pursuing a business combination with Embed Financial Group Holdings, a Cayman Islands exempted company.

On May 26, 2026, WinVest Acquisition Corp. (SPAC), Embed Financial Group Holdings (Pubco), and their respective merger subsidiaries amended and restated their original Business Combination Agreement. The Restated Business Combination Agreement reflects the establishment of American depositary share (ADS) facilities with The Bank of New York Mellon, whereby each Company Class A Share and each SPAC Common Stock share will be cancelled and exchanged for Pubco Class A Ordinary Shares represented by ADSs. The SPAC's outstanding warrants and rights will similarly convert into the right to acquire or receive Pubco Class A Ordinary Shares represented by ADSs. Additionally, the Company completed a share capital restructuring, subdividing and re-designating its authorized share capital into 480,000,000 Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares.

## Terms
- Counterparty: Embed Financial Group Holdings (Pubco) · Consideration: stock

## Key dates
- Announced 2026-06-01

## Timeline
- 2026-06-01 · 425 (0001493152-26-026561): 425 - WinVest Acquisition Corp. — *WinVest Acquisition Corp. is a blank-check company incorporated in Delaware that is pursuing a business combination with Embed Financial Group Holdings, a Cayman Islands exempted company.* On May 26, 2026, WinVest Acquisition Corp. (SPAC), Embed Financial Group Holdings (Pubco), and their respective merger subsidiaries amended and restated their original Business Combination Agreement. The Restated Business Combination Agreement reflects the establishment of American depositary share (ADS) facilities with The Bank of New York Mellon, whereby each Company Class A Share and each SPAC Common Stock share will be cancelled and exchanged for Pubco Class A Ordinary Shares represented by ADSs. The SPAC's outstanding warrants and rights will similarly convert into the right to acquire or receive Pubco Class A Ordinary Shares represented by ADSs. Additionally, the Company completed a share capital restructuring, subdividing and re-designating its authorized share capital into 480,000,000 Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares.
  https://www.sec.gov/Archives/edgar/data/1854463/0001493152-26-026561.txt

## Citations
- 0001493152-26-026561 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226026561