SecProbe.io

January 13, 2025
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.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted December 16, 2024
CIK No. 0002036162
Dear Manish Jhunjhunwala and Enrico Dal Monte:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 28, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4
Cover Page
We note your revised disclosure in response to prior comment 2. Please further revise
to state whether this compensation and securities issuance may result in a material 1.

January 13, 2025
Page 2
dilution of the equity interests of non-redeeming shareholders who hold the securities
until the consummation of the de-SPAC transaction. Refer to Item 1604(a)(3) of
Regulation S-K.
Dilution, page 37
2.Please revise your dilution tabular information to give effect to the 233,555 shares of
stock redeemed in relation to the December 2024 extension meeting. In addition,
please revise throughout your filing where you discuss dilution, share ownership,
redemptions, etc. to give effect to the 233,555 shares of Public Stock certain public
stockholders elected to redeem in relation to the December 2024 Extension Meeting.
3.We note the inclusion of the PIPE Financing in your unaudited pro forma financial
information on page 180, but you disclose it outside the dilution table as a potential
source of dilution. Please explain why the PIPE Financing is treated differently in
these two instances, since adjustments presented in compliance with Article 11 of
Regulation S-X requires transaction adjustments to the pro forma financial
information to be probable or consummated transactions.
4.Please expand your discussion under "Model and Methods Necessary to Understand
the Tabular Disclosure" to explain why you do not believe the items disclosed outside
the dilution table are probable.
Company Valuation at each Redemption Level, page 37
5.Please tell us and disclose how you calculated the valuation of New WINV under each
redemption scenario. Refer to Item 1604(c)(1) of Regulation S-K and SEC Release
No. 33-11265, including page 115.
Proposal 2 - The Business Combination Proposal
Background of the Business Combination
Xtribe, page 108
6.We note your response to prior comment 36. Please revise your disclosure to discuss
the financing fee Chardan is entitled to receive from Xtribe in greater detail for
sufficient context. For example, we note that it is anticipated to be a minimum of
$500,000; however, it is not clear what the maximum may be or how this fee is
calculated.
7.We note your response to prior comment 37, including the statement that "the implied
equity value of approximately $141 million referenced in the joint press release dated
May 9, 2024 should not be viewed as a valuation of New WINV but is a mathematical
calculation based on certain assumptions, including the conversion of the aggregate
maximum amount of conversion shares pursuant to the Business Combination
Agreement." Please revise your disclosure to briefly discuss why this mathematical
calculation was determined to be the appropriate measure of consideration as opposed
to other methodologies, including valuation methods in connection with the
acquisition of Xtribe.

January 13, 2025
Page 3
8.We note your response to prior comment 38 and reissue in part. As applicable, please
also disclose whether the parties intend to provide any valuations or other material
information about WinVest, Xtribe, or the Business Combination transaction to
potential PIPE investors that are not expected to be disclosed publicly.
Benefits and Detriments of the Business Combination, page 119
9.We note your response to prior comment 41. Please revise the table here to account
for the PIPE Financing.
Anticipated Liquidity Position of New WINV, page 121
10.We note your response to prior comment 26. For appropriate context, please further
revise this section to make clear that the PIPE proceeds are not certain, you may not
be successful in securing funds from the issuance of the PIPE Shares and the current
status of the PIPE transaction, generally. We note that you disclose elsewhere that you
are currently in the process of negotiating the PIPE transaction.
Unaudited Pro Forma Condensed Combined Financial Information, page 178
11.Please revise your pro forma information to give effect to the 233,555 shares of
stock redeemed in relation to the December 2024 extension meeting as a transaction
accounting adjustment.
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page
184
12.Please tell us in detail how you derived the WinVest public stockholder shares of
1,258,999.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Joel Parker at 202-551-3651
if you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Matthew L. Fry
Giovanni Caruso