Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Promissory Note

As disclosed in the definitive proxy statement filed by WinVest Acquisition Corp. (the "Company") with the Securities and Exchange Commission (the "SEC") on February 26, 2026 (the "Proxy Statement"), relating to a special meeting of stockholders (the "Extension Meeting"), WinVest SPAC LLC, the Company's sponsor (the "Sponsor"), agreed that if the Extension Amendment Proposal (as defined below) was approved at the Extension Meeting, it or one or more of its affiliates, members or third-party designees would lend to the Company up to $180,000 to be deposited into the trust account (the "Trust Account") established in connection with the Company's initial public offering (the "IPO").

On March 13, 2026, the stockholders of the Company approved the Extension Amendment Proposal at the Extension Meeting. Accordingly, on March 16, 2026, the Company issued an unsecured promissory note in the principal amount of $180,000 (the "Note") to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $180,000 in connection with the extension of the date (the "Termination Date") by which the Company must consummate an initial business combination ("Business Combination"). The Note does not bear interest and matures upon the earlier of (a) the closing of a Business Combination and (b) the Company's liquidation. In the event that the Company does not consummate a Business Combination, the Note will be repaid only from amounts remaining outside of the Trust Account, if any.

The Company has caused $30,000 to be deposited into the Trust Account in connection with the first drawdown under the Note pursuant to the extension of the Termination Date to April 17, 2026 (the "Charter Extension Date"), and will cause an additional $30,000 to be deposited into the Trust Account for each subsequent Extension (as defined below) that is needed by the Company to complete a Business Combination. Such amounts will be distributed either to: (i) all of the holders of shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), issued as part of the units sold in the IPO (the "Public Shares") upon the Company's liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of a Business Combination.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Trust Agreement Extension Amendment

At the Extension Meeting, the Company's stockholders approved a proposal (the "Trust Amendment Proposal") to amend the Investment Management Trust Agreement (the "Trust Agreement"), dated as of September 14, 2021, by and between the Company and Continental Stock Transfer and Trust Company ("Continental"), to extend the date on which Continental must liquidate the Trust Account (the "Liquidation Date") from March 17, 2026 to April 17, 2026, and to allow the Company, without another stockholder vote, to further extend the Liquidation Date up to five times, for up to an additional one month each time, from April 17, 2026 to September 17, 2026, by causing $30,000 to be deposited into the Trust Account for each such extension (the "Trust Agreement Extension Amendment"). On March 16, 2026, the Company and Continental entered into the Trust Agreement Extension Amendment.

The foregoing description of the Trust Agreement Extension Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement Extension Amendment, a copy of which is attached as Exhibit 10.2 hereto and is incorporated by reference herein.