SecProbe.io

CORRESP
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filename1.htm

March
28, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Division
of Corporation Finance

Office
of Trade & Services

Washington,
D.C. 20549

Attention:
Ta Tanisha Meadows, Rufus Decker, Kate Beukenkamp and Taylor Beech

    Re:
    WinVest
    (BVI) Ltd.

Xtribe
(BVI) Ltd.

WinVest
Acquisition Corp.

Registration
Statement on Form F-4

Filed
March 11, 2025

File
No. 333-285721

Ladies
and Gentlemen:

On
behalf of WinVest (BVI) Ltd. (“WinVest BVI”), WinVest Acquisition Corp. (the “SPAC”) and Xtribe (BVI) LTD. (“Xtribe
BVI,” and together with the SPAC and WinVest BVI, the “Co-Registrants”), below is the response of WinVest BVI, the
SPAC and Xtribe BVI to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States
Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated March 26, 2025, regarding
WinVest BVI’s, the SPAC’s and Xtribe BVI’s Registration Statement on Form F-4 (the “Registration Statement”)
filed with the Commission on March 11, 2025. In connection with this letter, an amendment to the Registration Statement (the “Amended
Registration Statement”) has been submitted to the Commission on the date hereof.

For
your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of WinVest BVI, the SPAC and Xtribe
BVI. Unless otherwise indicated, all page references in the responses set forth below are to the pages of the clean copy of the Amended
Registration Statement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the
Amended Registration Statement.

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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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on page 14 of the Amended Registration
Statement accordingly.

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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on page 37 of the Amended Registration Statement
accordingly.

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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on page 37 of the Amended Registration
Statement accordingly to include the 2,875,000 Initial Stockholder shares in the “WinVest outstanding shares as of December
31, 2024” amount.

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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on pages 121 and 181 of the
Amended Registration Statement accordingly.

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Page
3

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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on pages 15, 182 and 209 of the Amended
Registration Statement accordingly.

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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the pro forma financial information on pages 181
and 182 of the Amended Registration Statement accordingly so that both adjustments are self-balancing. Please note adjustment
Q is now adjustment N and has been appropriately disclosed in the pro forma footnotes.

*
* * * * *

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Page
4

If
you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact
the undersigned at (214) 651-5443.

    Very
    truly yours,

    /s/
    Matthew L. Fry

    Matthew
    L. Fry, Esq.

    cc:
    Manish
    Jhunjhunwala, Director, WinVest (BVI) Ltd.

    W.
    Bruce Newsome, Esq., Haynes and Boone LLP

    Giovanni
    Caruso, Esq., Loeb & Loeb, LLP

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