SecProbe.io

October 28, 2024
Manish Jhunjhunwala
Chief Executive Officer
WinVest (BVI) Ltd.
125 Cambridgepark Drive, Suite 301
Cambridge, MA 02140
Enrico Dal Monte
Chief Executive Officer
Xtribe (BVI) Ltd.
37-38 Long Acre
London X0 WC2E 9JT
Re:WinVest (BVI) Ltd.
Xtribe (BVI) Ltd.
WinVest Acquisition Corp.
Draft Registration Statement on Form F-4
Submitted September 30, 2024
CIK 0002036162
Dear Manish Jhunjhunwala and Enrico Dal Monte:
            We have reviewed your draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.

October 28, 2024
Page 2
Draft Registration Statement on Form F-4 Submitted September 30, 2024
Cover Page
1.We note your disclosure at the top of page v discussing the beneficial ownership of
Enrico Dal Monte, the co-founder and chief executive of Xtribe assuming that "none
of WinVest's public stockholders exercise their redemption rights," including that
these figures are to be filled-in in a subsequent amendment. Please revise your
disclosure here to discuss associated amounts and percentages assuming maximum
redemptions. Additionally, if true, discuss in your filing, such as in your Summary
and Risk Factors, whether these figures would result in the company being a
"controlled company" as defined under the Nasdaq rules and, if so, explain the
controlling shareholder's ability to control matters requiring shareholder approval,
including the election of directors, amendment of organizational documents, and
approval of major corporate transactions, such as a change in control, merger,
consolidation, or sale of assets.
2.Please revise your cover page to provide the disclosure required by Item 1604(a) of
Regulation S-K, as applicable. Specifically, please revise to address the compensation
received or to be received by certain parties in connection with the Business
Combination as well as discussion regarding any actual or potential material conflicts
of interest. Refer to Item 1604(a)(3) and (4) of Regulation S-K. We note your
disclosure under the subheading "Interests of Certain Persons in Business
Combination" on page 38 of your Summary of the Proxy Statement/Prospectus.
3.Revise your cover page to state, as you do on page 38, that because you did not
complete the Business Combination prior to September 14, 2024, the WinVest
Common Stock, WinVest Units, Public Warrants and Rights may be delisted, and
include a cross reference to the corresponding risk factor.
4.We note your disclosure on page iv that "WinVest cannot assure you that the New
WINV Ordinary Shares and New WINV Public Warrants will be approved for listing
on Nasdaq." Revise to include a cross reference to the related risk factor on page 57.
5.On your cover page, disclose the implied equity value of Xtribe of approximately
$141 million that you discuss in your joint press release dated May 9, 2024.
Frequently Used Terms, page 2
6.Please revise this section to briefly expand any definition as necessary for clarity,
consistency and context. In this regard, we note the term "Execution Date" means
September 16, 2024. However, by the definition reflected in this section alone it is
unclear with regard to what document, agreement or contract this term is referring.
Similarly, "Founder" means Manish Jhunjhunwala and Jeff LeBlanc. However, it is
not evident here with regard to which entity these individuals are Founders. Please
revise to include the meaning of the Termination Date found in the Current
Charter. These are only examples. Last, please revise any definitions and your
disclosure throughout your proxy statement/prospectus to consistently refer to your
current and planned securities, with attention to references to the various warrants.

October 28, 2024
Page 3
7.For consistency and clarity, revise your definition of "Earnout Right" to reflect your
statements elsewhere, including in the definition of "Aggregate Merger
Consideration," to reflect that the Earnout Rights including the right to receive (if
earned) up to 6,000,000 WinVest BVI Ordinary Shares.
Q. Are there any arrangements to help ensure that WinVest will have sufficient funds..., page
14
8.Please revise the answer here to respond clearly and directly to the question.
Additionally, for example, while it is disclosed as provisional at this time and marked
in bracketed disclosure, it appears the potential PIPE Financing would be appropriate
for discussion here. Also discuss the minimum closing cash condition of $15.0 million
necessary to consummate the Business Combination.
Questions and Answers About the Proposals
Q. What equity stake will current equityholders of WinVest and Xtribe hold..., page 14
9.Revise the discussion here and elsewhere throughout this proxy statement/prospectus
to state that, not only will the ownership percentages with respect to WinVest's public
stockholders and the Initial Shareholders "be different" from the assumptions made
here, but that public stockholders are likely to retain a smaller interest and the Initial
Shareholders a greater interest. Include the tabular disclosure regarding the ownership
of the post-business combination company that you include on page 36 along with any
corresponding revisions made in response to our comments.
Q. When and where is the Meeting?, page 15
10.Please revise the answer here to disclose summary information regarding the details of
the meeting. Similarly, expand the discussion under other answers in this section as
appropriate to provide summary information as appropriate. We note your cross-
reference to the section titled "The Meeting."
Summary of the Proxy Statement/Prospectus, page 23
11.Please revise this section to comply with the requirements of Item 1604(b) of
Regulation S-K. In this regard, please disclose pursuant to Item 1604(b)(2) of
Regulation S-K the material factors that WinVest's board of directors considered in
making the determination that the Business Combination and related proposals are in
the best interest of WinVest and recommending that the WinVest shareholders
approve of the Business Combination and related proposals. We note your subsection
titled "Recommendations of the Board and Reasons for the Business Combination" on
page 39. Also provide the disclosure required by Item 1604(b)(3) and (4) of
Regulation S-K. In this regard, revise your section titled "Interests of Certain Persons
in the Business Combination" page 38 to account for any affiliates and promoters in
connection with the Business Combination, as applicable.
12.Revise page 28 to clarify that the Business Combination Agreement was signed on
May 9, 2024 and was amended and restated on September 16, 2024. Make
conforming changes on page 89.

October 28, 2024
Page 4
Parties to the Business Combination
Xtribe, page 25
13.Please revise your disclosure here and elsewhere throughout this proxy
statement/prospectus for context to briefly describe the current status of Xtribe's
business. In this regard, we note that as disclosed, Xtribe has incurred significant
losses, experienced negative cash flow from operations since inception, the auditor
has expressed doubt as to its ability to continue as a going concern, it will need
additional financing for future operations, and it has yet to engage in any meaningful
business activities.
14.Here and in the Xtribe Business section, revise to describe the types of goods and
services that are sold, or that you expect to be sold, on the Xtribe marketplace.
Ownership of the Post-Business Combination Company After the Closing, page 36
15.Please revise this table to account for all sources of potential dilution, including
sources of dilution disclosed in your table under the subheading "Potential Sources of
Dilution" on page 37. Further, for consistency, please revise this table to align with
the four redemption scenarios used elsewhere in your tabular disclosure to include a
scenario that assumes 75% redemption.
Dilution, page 37
16.SPAC dilution disclosures required by Item 1604(c) of Regulation S-K should depict
the amount of net assets per share that the SPAC will contribute to the post-
combination entity. The pro forma amounts presented here do not satisfy the Item
1604(c) requirements. Instead, please provide reconciliations from the SPAC's net
tangible book value as of the most recent balance sheet date to its net tangible book
value, as adjusted, based on selected redemption levels. Do not label as pro forma the
Item 1604(c) amounts presented. The reconciling items should give effect to each
source of dilution, such as material probable or consummated transactions and other
material effects on the SPAC's net tangible book value from the de-SPAC transaction
(e.g., all financing transactions, payment of deferred underwriting costs, payments of
compensation to a SPAC sponsor, de-SPAC transaction costs, etc.), while excluding
the de-SPAC transaction itself. Also, present in tabular form each item (e.g., Founder
Shares, Public Shares, PIPE Shares, Earnout Shares issued to Sponsor, shares issued
upon debt conversion, other share adjustments--excluding the de-SPAC transaction
itself--that are probable of occurring prior to or in conjunction with the de-SPAC
transaction, etc.) in your computation of the number of shares used to determine net
tangible book value per share, as adjusted. Finally, show in tabular form: (a) net
tangible book value per share, as adjusted, (b) SPAC offering price and (c) dilution
per share.
Interests of Certain Persons in the Business Combination, page 38
17.Revise to include any out-of-pocket expenses for which the Sponsor and its affiliates
are awaiting reimbursement. Make corresponding revisions where you have similar
disclosure throughout your filing and in your risk factor on page 64.

October 28, 2024
Page 5
Risk Factors
Risks Related to Xtribe's Business and Industry
Our independent auditors have expressed substantial doubt about our ability to continue as a
going concern..., page 41
18.We note your disclosure that "management believes Xtribe has insufficient funds for
current operations and will need additional financing for future operations." Revise
your disclosure here and in the Management's Discussion and Analysis of Xtribe
section to clarify whether management believes Xtribe will have insufficient funds
after receiving the proceeds from the Business Combination.
Risks Related to WinVest's Business and the Business Combination
WinVest is not required to, and has not, obtained a third-party valuation or fairness opinion...,
page 58
19.Please revise your disclosure here and elsewhere throughout your proxy
statement/prospectus to discuss the reasons underlying WinVest's decision not to seek
a third-party valuation or fairness opinion of Xtribe. Additionally, please revise the
last sentence in this risk factor which begins "[t]he lack of third-party valuation or
fairness opinion may also lead to an increased number of stockholders to vote against
the proposed Business Combination..." While this portion of the statement may be
accurate, the second portion of the sentence appears contrary to disclosure elsewhere
(i.e., "which could potentially impact WinVest's ability to consummate the Business
Combination"), including in the immediately subsequent risk factor given that it
appears that, regardless of votes or redemptions, the Sponsor Support Agreement
ensures that the Business Combination proposal will be approved. Please revise or
explain.
The Sponsor has agreed to vote in favor of the Business Combination..., page 58
20.Please revise the title of this risk factor to make clear that, regardless of the attendance
or votes by the WinVest public stockholders, the Proposals including the Business
Combination will be approved.
You must tender your shares of WinVest Common Stock..., page 61
21.Revise your disclosure here to provide a cross-reference to the section of the proxy
statement/prospectus that discusses and provides details on how a WinVest public
stockholder can validly seek redemption.
If we are unable to obtain financing or the conditions to the Business Combination
Agreement..., page 69
22.Please revise this risk factor to briefly discuss the amounts and potential sources of
financing contemplated as necessary to complete the Business Combination.
Proposal 2 - The Business Combination Proposal, page 89
23.Revise this section to provide a brief description of any related financing transaction,
including any payments from the Sponsor to investors in connection with the
financing transaction. Refer to Item 1605(b)(2) of Regulations S-K. We note your
disclosure on page 100 regarding the PIPE Financing.

October 28, 2024
Page 6
24.Revise the disclosure to provide a reasonably detailed discussion of the reasons of the
target company, Xtribe, for engaging in the Business Combination. Refer to Item
1605(b)(3) of Regulation S-K.
25.Revise your disclosure here to provide an explanation of any material differences in
the rights of WinVest and Xtribe security holders as compared with security holders
of the combined company as a result of the Business Combination. Refer to Item
1605(b)(4) of Regulation S-K.
26.Revise this section to disclose the anticipated liquidity position of the combined
company following the Business Combination, including the amount of cash on hand
it expects to have following potential shareholder redemptions and the payment of
expenses related to the Business Combination. Refer to Item 1605(c) of Regulation S-
K.
Certain Related Agreements, page 103
27.Please revise this section to be consistent with the disclosure provided under a
subheading of the same name in your Summary of the Proxy Statement/Prospectus on
page 32.
Background of the Business Combination, page 104
28.Please revise your disclosure here and elsewhere throughout your proxy
statement/prospectus to disclose any projections prepared by WinVest, Xtribe or any
other party and provide applicable disclosure as required by Item 1609 of Regulation
S-K. In this regard, we note that WinVest did not engage a third-party valuation or
fairness opinion in connection with its determination to approve the Business
Combination. However, it appears WinVest did engage in certain financial analyses,
including "potential sales and the price for which comparable businesses or assets
have been valued." Additionally, we note that it appears Xtribe provided certain
financial information, including a valuation, and that WinVest's key criteria for a
business combination target included evaluating and analyzing a potential business
combination target's business, including "historical and projected future performance."
29.We note your disclosure on page 111 that the WinVest Board considered
"the competitive valuation of Xtribe when compared with other similar publicly
traded companies with similar attributes" as a positive factor in approving the
transaction. Please tell us whether management or a third party prepared a comparable
companies analysis that the Board considered, and if so, include a summary of such
analysis in the filing. If not, clarify what the Board relied on with respect to this
determination of a "competitive valuation."
Overview, page 105
30.Revise your disclosure to provide date(s) or a date range associated with the timing of
identifying "approximately 80 potential business combination targets" and the entry
into the related 26 non-disclosure agreements.
We note your discussion here regarding WinVest's M&A Agreement w