Winvest Acquisition Corp. filed a Form 8-K on November 13, 2026, disclosing the mutual termination of its Amended and Restated Business Combination Agreement with Embed Financial Group Holdings and related parties, effective November 9, 2026, and reporting a third $30,000 drawdown under a promissory note to extend its business combination deadline to December 17, 2026.

Key Highlights

  • Deal terminated: The Amended and Restated Business Combination Agreement with Embed Financial Group Holdings, dated May 26, 2026, was terminated effective November 9, 2026, via a mutually agreed Termination and Release Agreement.
  • Agreement voided: According to the filing, the Business Combination Agreement "became void and the parties ceased to have any rights, liabilities or obligations thereunder, except for certain provisions that expressly survive termination."
  • Mutual releases granted: The company, Pubco, and EFGCH each released all claims and liabilities arising from the Business Combination Agreement, related transaction documents, and the contemplated transactions.
  • Third drawdown completed: On November 10, 2026, Winvest effected the third drawdown of $30,000 under an unsecured promissory note issued to WinVest SPAC LLC on September 16, 2026, with a principal amount of up to $180,000.
  • Deadline extended: The $30,000 drawdown was deposited into the Trust Account to extend the Termination Date from November 17, 2026 to December 17, 2026.
  • Promissory note terms: The note bears no interest, matures at the earlier of a Business Combination closing or the company's liquidation, and allows up to six equal draws of $30,000 each.

Winvest Ends Embed Financial Merger and Draws on Sponsor Note to Buy More Time

Winvest Acquisition Corp. (OTC:WINV), a Delaware-incorporated special purpose acquisition company headquartered in Cambridge, Massachusetts, disclosed two significant developments in a Current Report covering events of November 9 and November 10, 2026. First, the company and its counterparties - Embed Financial Group Holdings ("Pubco"), WinVest Merger Sub I Limited, WV Merger Sub II Corp., and Embed Financial Group Cayman Holdings ("EFGCH") - entered into a Termination and Release Agreement, ending the previously announced Amended and Restated Business Combination Agreement dated May 26, 2026. The termination was effected under Section 9.1(a) of that agreement and was described in the filing as mutual.

The Termination Agreement, according to the filing, also automatically terminates all ancillary documents connected to the Business Combination Agreement, with the exception of any confidentiality agreement. The mutual release provisions cover all claims and liabilities arising from the Business Combination Agreement and related documents, whether known or unknown, though the releases explicitly do not extend to claims arising from a breach of the Termination Agreement itself. The parties also agreed to cooperate in withdrawing applicable governmental applications or proceedings connected to the terminated deal.

Separately, the filing disclosed that on November 10, 2026, the company completed the third drawdown of $30,000 under an unsecured promissory note originally issued to its sponsor, WinVest SPAC LLC, on September 16, 2026. That note carries a maximum principal of $180,000, draws no interest, and allows up to six equal installments of $30,000. The deposited funds extended the company's deadline to consummate an initial business combination by one month, to December 17, 2026. The filing notes that if no Business Combination is completed, repayment of the note is limited to amounts held outside the Trust Account, if any. The report was signed by Manish Jhunjhunwala, Chief Executive Officer and Chief Financial Officer, and dated November 12, 2026.

What Was Disclosed

Winvest Acquisition Corp. disclosed the mutual termination of its merger agreement with Embed Financial Group Holdings, effective November 9, 2026, along with a third $30,000 drawdown from a sponsor promissory note that extended its business combination deadline to December 17, 2026.