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 March 26, 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.
 Registration Statement on Form F-4
 Filed March 11, 2025
 File No. 333-285721
Dear Manish Jhunjhunwala and Enrico Dal Monte:

 We have reviewed your 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 January 13,
2025 letter.
 March 26, 2025
Page 2

Registration Statement on Form F-4 filed March 11, 2025
Questions and Answers about the Proposals
Q: What equity stake will current equityholders of WinVest and Xtribe hold in
New WINV
after the Closing?, page 14

1. Please revise the Total-Fully Diluted Shares table so that it foots.
Also, include the
 2,250,000 shares issued upon Conversion of Advisor Note in your
Total-Fully Diluted
 Shares.
Summary of the Proxy Statement/Prospectus
Dilution, page 37

2. Please tell us why the $4.025 million conversion of the underwriting fee
liability into
 equity decreases, rather than increases, WinVest's net tangible book
value, as
 adjusted.
Company Valuation at each Redemption Level, page 37

3. We reviewed the changes you made in response to prior comment 5. Please
include
 the 2,875,000 Initial Stockholders shares in the total shares for each
redemption
 scenario.
Proposal 2 - The Business Combination Proposal
Anticipated Liquidity Position of New WINV, page 121

4. Please revise your filing, as necessary, so that the amounts presented
here agree with
 the cash and cash equivalents amounts presented on your pro forma
balance sheet for
 each redemption scenario.
Unaudited Pro Forma Condensed Combined Financial Information, page 179

5. Please disclose here and elsewhere throughout the filing whether you
will be in
 default under the terms of the Extension Notes and Promissory Notes if
they are not
 fully repaid in conjunction with the Business Combination (e.g., in the
50%, 75% and
 maximum redemption scenarios). If so, also disclose in detail how you
will be
 impacted by a default.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 182

6. Please revise adjustment C to the pro forma balance sheet, so that it is
self-balancing.
 Similarly revise adjustment Q. Also, include a footnote describing
adjustment Q.
 March 26, 2025
Page 3

 Please contact Ta Tanisha Meadows at 202-551-3322 or Rufus Decker at
202-551-
3769 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
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