UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )1
| WinVest Acquisition Corp. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 97655B 109 |
| (CUSIP Number) |
| December 31, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☐ | Rule 13d-1(c) | |
| ☒ | Rule 13d-1(d) |
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSON | ||
| WinVest SPAC LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |
| (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| DELAWARE | |||
| NUMBER OF | 5 | SOLE VOTING POWER | |
| SHARES | |||
| BENEFICIALLY | - 0 - | ||
| OWNED BY | 6 | SHARED VOTING POWER | |
| EACH | |||
| REPORTING | 2,537,424 | ||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |
| - 0 - | |||
| 8 | SHARED DISPOSITIVE POWER | ||
| 2,537,424 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 2,537,424 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 17.7% | |||
| 12 | TYPE OF REPORTING PERSON | ||
| OO | |||
| 1 | NAME OF REPORTING PERSON | ||
| Jeff LeBlanc | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |
| (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| USA | |||
| NUMBER OF | 5 | SOLE VOTING POWER | |
| SHARES | |||
| BENEFICIALLY | 2,537,424 | ||
| OWNED BY | 6 | SHARED VOTING POWER | |
| EACH | |||
| REPORTING | - 0 - | ||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |
| 2,537,424 | |||
| 8 | SHARED DISPOSITIVE POWER | ||
| - 0 - | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 2,537,424 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 17.7% | |||
| 12 | TYPE OF REPORTING PERSON | ||
| IN | |||
| Item 1(a). | Name of Issuer: |
WinVest Acquisition Corp., a Delaware corporation (the “Issuer”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
125
Cambridgepark Drive, Suite 301
Cambridge, Massachusetts 02140
| Item 2(a). | Name of Person Filing: |
This statement is filed by WinVest SPAC LLC, a Delaware limited liability company (“WinVest”), and Jeff LeBlanc, the manager of WinVest. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business address of each of WinVest and Mr. LeBlanc is c/o WinVest Acquisition Corp., 125 Cambridgepark Drive, Suite 301, Cambridge, Massachusetts 02140
| Item 2(c). | Citizenship: |
WinVest is organized under the laws of the State of Delaware. Mr. LeBlanc is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share (the “Shares”).
| Item 2(e). | CUSIP Number: |
97655B 109
| Item 3. | If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| ☒ | Not Applicable | ||
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). | |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). | |
| (g) | ☐ | Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). | |
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). | |
| (j) | ☐ | Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). | |
| (k) | ☐ | Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
As of the close of business on December 31, 2021, WinVest beneficially owned 2,537,424 Shares. Mr. LeBlanc, as the manager of WinVest, may be deemed to beneficially own the 2,537,424 Shares beneficially owned by WinVest.
| (b) | Percent of class: |
17.7% (based upon 14,375,000 Shares outstanding, which is the total number of Shares outstanding as of November 15, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021).
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (iii) | Sole power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: February 14, 2022 | WinVest SPAC LLC | |
| By: | /s/ Jeff LeBlanc | |
| Name: | Jeff LeBlanc | |
| Title: | Manager | |
| /s/ Jeff LeBlanc | |
| Jeff LeBlanc |