Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

As previously disclosed, on May 9, 2024, WinVest Acquisition Corp. ("WinVest") entered into a Business Combination Agreement (the "Original Business Combination Agreement," and the original date of execution, the "Original Execution Date"), by and among WinVest, WinVest Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest ("Merger Sub I"), WinVest Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest ("Merger Sub II"), Xtribe P.L.C., a public limited company incorporated and registered in England and Wales with number 07878011 ("Xtribe PLC"), and Xtribe Group, LLC, a Delaware limited liability company and wholly-owned subsidiary of Xtribe PLC ("Xtribe Group"). On September 16, 2024, WinVest entered into an Amended and Restated Business Combination Agreement (the "A&R Business Combination Agreement"), by and among WinVest, WinVest (BVI) Ltd., a British Virgin Islands business company registered with company number 2157117 and a wholly owned subsidiary of WinVest ("WinVest BVI"), Xtribe PLC and Xtribe (BVI) Ltd., a British Virgin Islands business company registered with company number 2157137 and a wholly-owned subsidiary of Xtribe PLC ("Xtribe BVI," and together with Xtribe PLC, "Xtribe"), which amends and restates the Original Business Combination Agreement in its entirety. Capitalized terms used and not otherwise defined in this Current Report on Form 8-K (this "Current Report") have the meanings set forth in the A&R Business Combination Agreement. The A&R Business Combination Agreement and transactions contemplated therein (the "Transactions") were approved by the board of directors of WinVest (the "WinVest Board") and the board of directors of Xtribe PLC (the "Xtribe Board").

The Mergers

The A&R Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the Transactions and other agreements contemplated by the A&R Business Combination Agreement, the "Business Combination"):

(i) prior to the date of the closing of the Business Combination (the "Closing"), Xtribe PLC will (a) cause the conversion of all convertible securities, conversion rights or other similar rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Xtribe or obligating Xtribe to issue or sell any shares of capital stock of, or other equity interests in, Xtribe outstanding prior to the Contribution (as defined below) into capital stock of, or other equity interests in, Xtribe (such transactions, the "Securities Conversion"), or (b) pay in full and extinguish the Existing Convertible Note (as defined in the A&R Business Combination Agreement), and promptly thereafter, pursuant to the terms of a Contribution and Reorganization Agreement in substantially the form attached to the A&R Business Combination Agreement (the "Contribution and Reorganization Agreement"), (i) contribute substantially all of its assets (including all the issued and outstanding stock of Xtribe USA Corp.) to the Company in exchange for 10,943,732 Xtribe BVI ordinary shares, no par value per share ("Xtribe BVI Ordinary Shares"), and the assumption by Xtribe BVI of certain of its liabilities (the "Contribution"); (ii) immediately following the Contribution, pursuant to the terms of a Share Purchase Agreement in substantially the form attached to the A&R Business Combination Agreement (the "Purchase Agreement"), sell one hundred percent (100%) of the issued and outstanding shares of Xtribe BVI to the shareholders of Xtribe PLC in proportion to their ownership interests in Xtribe PLC (the "Sale"), and (iii) acting through the Xtribe Board, thereafter apply for a voluntary strike off of Xtribe PLC pursuant to Part 31 of the United Kingdom Companies Act 2006 and take such other commercially reasonable actions to ensure the voluntary strike off is successful (the "Application for Strike Off" and, together with the Securities Conversion, the Contribution and the Sale, the "Pre-Closing Reorganization") and on and subject to the strike off being successful, Xtribe PLC will be dissolved;