MergerJun 1, 2026, 11:27 AM
WinVest Acquisition Corp. Amends Business Combination Agreement
AI Summary
WinVest Acquisition Corp. (SPAC) entered into an Amended and Restated Business Combination Agreement on May 26, 2026, with Embed Financial Group Holdings (Pubco) and Embed Financial Group Cayman Holdings. This agreement amends and restates the original December 2, 2025 agreement. Key changes include the establishment of sponsored American depositary share (ADS) facilities and a share capital restructuring of Embed Financial Group Cayman Holdings, facilitating the conversion of shares and warrants into Pubco Class A Ordinary Shares represented by ADSs.
Key Highlights
- WinVest Acquisition Corp. entered into an Amended and Restated Business Combination Agreement on May 26, 2026.
- The original Business Combination Agreement was dated December 2, 2025.
- The amendment establishes sponsored American depositary share (ADS) facilities.
- Company Class A Shares will be exchanged for Pubco Class A Ordinary Shares represented by ADSs.
- SPAC Common Stock will convert into Pubco Class A Ordinary Shares represented by ADSs.
- SPAC warrants and rights will convert to acquire Pubco Class A Ordinary Shares represented by ADSs.
- Embed Financial Group Cayman Holdings' share capital was restructured into 480,000,000 Class A and 20,000,000 Class B Ordinary Shares.
Price Impact
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