SecProbe.io

CORRESP
1
filename1.htm

March
31, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F. Street, N.E.

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.

    Amendment
    No. 1 to Registration Statement on Form F-4

    SEC
    File No. 333-285721 (the “Registration Statement”)

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, WinVest (BVI) Ltd. (“WinVest BVI”) and
WinVest Acquisition Corp. (the “SPAC” and together with WinVest BVI, the “Co-Registrants”)
respectfully request that the U.S. Securities and Exchange Commission (the “Commission”) declare the Registration
Statement effective as of 4:00 p.m. Eastern Daylight Time, on March 31, 2025, or as soon as practicable thereafter, or at such other
time as the Co-Registrants or the SPAC’s legal counsel Haynes and Boone, LLP, request by telephone that such Registration Statement
be declared effective.

The
Co-Registrants hereby authorize Matthew L. Fry, of Haynes and Boone, LLP, to orally modify or withdraw this request for acceleration.

We
request that we be notified of such effectiveness by a telephone call to Mr. Fry at (214) 651-5443, or in his absence Sunyi Snow at (214)
651-5463, of Haynes and Boone, LLP, as soon as the Registration Statement has been declared effective. We also respectfully request that
a copy of the written order from the Commission verifying the effective time and date of such registration statement be sent to Mr. Fry,
via email at matt.fry@haynesboone.com. Please contact either of Mr. Fry or Ms. Snow if you have any questions or concerns regarding this
matter.

  Very truly yours,

  WinVest Acquisition Corp.

  By:
  /s/ Manish Jhunjhunwala

  Name:
  Manish Jhunjhunwala

  Title
  Chief Executive Officer and Chief Financial Officer

  WinVest (BVI) Ltd.

  By:
  /s/ Manish Jhunjhunwala

  Name:
  Manish Jhunjhunwala

  Title
  Sole Director

CORRESP
1
filename1.htm

Xtribe
(BVI) Ltd.

37-38
Long Acre

London
X0 WC2E 9JT

March
31, 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 (as amended)

File
No. 333-285721

Pursuant
to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, Xtribe (BVI) Ltd. (the “Company”)
respectfully requests that the effective date of the above-referenced Registration Statement on Form F-4 (File No. 333-285721) be accelerated
by the Securities and Exchange Commission so as to permit it to become effective at 4:00 p.m. Washington D.C. time on March 31, 2025,
or as soon thereafter as practicable, unless the Company notifies you otherwise prior to such time.

Please
call Giovanni Caruso of Loeb & Loeb LLP (212-404-4866) to provide notice of the effectiveness of the Registration Statement.

Sincerely,

  By:
  /s/ Stojan Dragovich

  Name:
  Stojan Dragovich

  Title:
  President

CORRESP
1
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.

    1

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.

    2

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.

*
* * * * *

    3

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

    4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

March
11, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Division
of Corporation Finance

Officer
of Energy & Transportation

Washington,
D.C. 20549

Attention:
Ta Tanisha Meadows, Joel Parker, Kate Beukenkamp and Taylor Beech

  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
0002036162

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 January 13, 2025, regarding
WinVest BVI’s, the SPAC’s and Xtribe BVI’s Amendment No. 1 to Draft Registration Statement on Form F-4 (the “Registration
Statement”) confidentially submitted to the Commission on December 16, 2024. 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.

    1

Page 2

Amendment
No. 1 to Draft Registration Statement on Form F-4

Cover
Page

 1. 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 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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on pages vi, vii, 39, and 117
of the Amended Registration Statement accordingly.

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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on page 37 of the Amended Registration Statement
accordingly to reflect total WinVest shares outstanding as of December 31, 2024, giving effect to the 233,555 shares of Public Stock
redeemed in connection with the December 2024 Extension Meeting. The Co-Registrants have made similar revisions to all other disclosure
in the Amended Registration Statement impacted by such redemptions.

 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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on page 37 of the Amended Registration Statement
accordingly to reflect the PIPE Financing as a potential source of dilution in the dilution table.

 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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on page 38 of the Amended Registration Statement
accordingly to discuss why the items disclosed outside the dilution table either are not probable of occurring or reflect “the
de-SPAC transaction itself.” The Co-Registrants concluded that each of (i) the issuance of Earnout Shares, (ii) the exercise of
Public Warrants, (iii) the exercise of Private Placement Warrants, (iv) the conversion of the Convertible Promissory Note and (v) the
conversion of the Convertible Extension Note are not probable of occurring. Further, the Co-Registrants believe the issuance of shares
to Xtribe shareholders upon the consummation of the Business Combination should be considered “part of the de-SPAC transaction
itself” and should therefore, in accordance with Item 1604(c) of Regulation S-K, be disclosed outside the dilution table.

    2

Page
3

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.

Response:
The Co-Registrants respectfully advise the Staff that, pursuant to the tabular disclosure included in the Amended Registration Statement,
the valuation of New WINV under each redemption scenario was calculated by multiplying the “total shares after giving effect to
potential sources of dilution and the de-SPAC transaction” under each redemption scenario by the IPO offering price of the
WinVest Units of $10.00, resulting in valuations under each of the no additional redemption, 50% redemption, 75% redemption and maximum
redemption scenarios of $133,483,540, $132,189,650, $131,542,705 and $130,895,760, respectively.

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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on page 108 of the Amended Registration Statement
to clarify that the Xtribe Financing Fee has been set at $500,000.

 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.

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

 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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on page 110 of the Amended Registration Statement
to disclose that the parties do not 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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the table on page 119 of the Amended Registration Statement
accordingly to account for the PIPE Financing.

    3

Page
4

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.

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

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.

Response:
The Co-Registrants acknowledge the Staff’s comment and have revised the pro forma information in the Amended Registration Statement
accordingly to give effect to such redemptions.

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.

Response:
The Co-Registrants respectfully advise the Staff that the 1,258,999 WinVest public stockholder shares of were comprised of (i) 492,333
redeemable shares of Public Stock outstanding as of September 30, 2024, and (ii) 766,666 shares to be issued to the holders of Rights
following conversion upon consummation of the Business Combination in accordance with the applicable rights agreement. After giving effect
to the redemption of 233,555 shares of Public Stock in connection with WinVest’s December 2024 Extension Meeting, the number
of WinVest public stockholder shares would now equal 1,025,444, comprised of (i) 258,778 redeemable shares of Public Stock
outstanding, and (ii) 766,666 shares to be issued to the holders of Rights following conversion upon consummation of the Business Combination
in accordance with the applicable rights agreement.

*
* * * * *

    4

Page
5

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

    5

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

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

United States securities and exchange commission logo
May 17, 2023
Manish Jhunjhunwala
Chief Executive Officer
WinVest Acquisition Corp.
125 Cambridgepark Drive, Suite 301
Cambridge, MA 02140
Re:WinVest Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed May 16, 2023
File No. 001-40796
Dear Manish Jhunjhunwala:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Matthew L. Fry, Esq.

CORRESP
1
filename1.htm

November
8, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Attn:
    Melanie
    Singh

    James
    Lopez

    Re:
    WinVest Acquisition Corp.

    Preliminary Proxy Statement on Schedule 14A

    Filed October 28, 2022

    File No. 001-40796

Ladies
and Gentlemen:

This
letter is submitted on behalf of WinVest Acquisition Corp. (the “Company”) in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated November 7, 2022 regarding the
Company’s Preliminary Proxy Statement on Schedule 14A submitted to the Commission on October 28, 2022 (the “Preliminary Proxy
Statement”). For ease of reference, the comment in the Staff’s letter is reproduced below in italicized form. Terms that
are not otherwise defined have the meanings ascribed to them in the Preliminary Proxy Statement.

Preliminary
Proxy Statement on Schedule 14A submitted October 28, 2022

    1.
    With a view toward disclosure,
    please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk
    factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance,
    discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should
    the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States
    (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial
    business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision
    to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose
    the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation
    in the combined company, and the warrants, which would expire worthless.

In
response to the Staff’s comment, the Company respectfully advises the Staff that on page 6 of the Preliminary Proxy Statement,
the Company has disclosed that its sponsor, WinVest SPAC LLC (the “Sponsor”), is not, and is not controlled by, a non-U.S.
person. The Company and the Sponsor have further advised me that the Sponsor does not have substantial ties with a non-U.S. person.

*
* *

Should
the Staff have any questions, please contact the undersigned at (214) 651-5443.

    Very truly
    yours,

    /s/
    Matthew L. Fry

    Matthew L. Fry, Esq.

    cc:
    Manish Jhunjhunwala, Chief
    Executive Officer, WinVest Acquisition Corp.

United States securities and exchange commission logo
November 8, 2022
Manish Jhunjhunwala
Chief Executive Officer
WinVest Acquisition Corp.
125 Cambridgepark Drive, Suite 301
Cambridge, MA 02140
Re:WinVest Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed October 28, 2022
File No. 001-40796
Dear Manish Jhunjhunwala:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Matthew L. Fry, Esq.

United States securities and exchange commission logo
November 7, 2022
Manish Jhunjhunwala
Chief Executive Officer
WinVest Acquisition Corp.
125 Cambridgepark Drive, Suite 301
Cambridge, MA 02140
Re:WinVest Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed October 28, 2022
File No. 001-40796
Dear Manish Jhunjhunwala:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendments you may file in response to
this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed October 28, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity

 FirstName LastNameManish  Jhunjhunwala
 Comapany NameWinVest Acquisition Corp.
 November 7, 2022 Page 2
 FirstName LastName
Manish  Jhunjhunwala
WinVest Acquisition Corp.
November 7, 2022
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

            Please contact Melanie Singh at 202-551-4074 or James Lopez at 202-551-3536 if you
have any  questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Matthew L. Fry, Esq.

CORRESP
1
filename1.htm

WinVest
Acquisition Corp.

25
Cambridgepark Drive, Suite 301

Cambridge,
Massachusetts 02140

September
10, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington, D.C. 20549

Attention:
Janice Adeloye and James Lopez

    Re:

    WinVest
    Acquisition Corp.

    Registration
    Statement on Form S-1

    Filed
    on August 19, 2021

    File
    No. 333-258920 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, WinVest Acquisition Corp. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement, as amended, so that it may become effective at 4:00 p.m., Eastern Time,
on September 14, 2021, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Matthew L. Fry, Esq. at (214) 651-5443.

    Very
    truly yours,

    WinVest
Acquisition Corp.

    By:

    /s/
    Manish Jhunjhunwala

    Manish
    Jhunjhunwala

    Chief
    Executive Officer and Chief

    Financial
    Officer

    cc:

    Rick
    A. Werner, Esq., Haynes and Boone, LLP

    Matthew
    L. Fry, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

Chardan
Capital Markets, LLC

17
State Street, 21st Floor

New
York, NY 10004

September
10, 2021

VIA
EDGAR

Division
of Corporate Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549-4720

Attention:
Janice Adeloye

    Re:
    WinVest
    Acquisition Corp.

    Registration
    Statement on Form S-1

    File
    No. 333-258920

Dear
Ms. Adeloye:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned
hereby joins in the request of WinVest Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. EST on Tuesday, September 14, 2021, or as soon as thereafter possible.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 401 copies of the
Preliminary Prospectus dated August 19, 2021 have been distributed to prospective dealers, institutional investors, retail investors
and others.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange
Act of 1934, as amended.

[signature
page follows]

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.

    CHARDAN
    CAPITAL MARKETS, LLC

    By:

    /s/
    George Kaufman

    Name:
    George
    Kaufman

    Title:
    Partner,
    Head of Investment Banking

[signature
page to acceleration request]

United States securities and exchange commission logo
July 1, 2021
Manish Jhunjhunwala
Chief Executive Officer
WinVest Acquisition Corp.
125 Cambridgepark Drive, Suite 301
Cambridge, Massachusetts 02140
Re:WinVest Acquisition Corp.
Draft Registration Statement on Form S-1
Filed June 3, 2021
File No. 377-04960
Dear Mr. Jhunjhunwala:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Draft Registration Statement on Form S-1 Filed June 3, 2021
General
1.Please revise the forepart of the prospectus to describe in greater detail how Trefis is
affiliated with your sponsor. Clarify whether Trefis would count toward the requirement
that your target business have an aggregate fair market value of at least 80% of the value
of the trust account.
2.We note the statement on page 6 that investors will have "the same voting and redemption
rights with respect to any merger with Trefis" as are applicable to the initial business
combination. Please clarify the circumstances, if any, when an acquisition of Trefis could
occur at a different time from the initial business combination, as well as how the other
features of your offering, such as the 24 months time limit, would apply.

 FirstName LastNameManish  Jhunjhunwala
 Comapany NameWinVest Acquisition Corp.
 July 1, 2021 Page 2
 FirstName LastName
Manish  Jhunjhunwala
WinVest Acquisition Corp.
July 1, 2021
Page 2
3.Please revise to provide risk factor and other disclosure as appropriate to clarify in
qualitative and quantitative terms the economic conflicts associated with the founder
shares. For example, because the founder shares were acquired for less than $.01 a share,
it appears that public investors could lose more than half the value of their initial $10 per
share investment based on trading prices when the sponsor would still be able to recoup its
investment and make a substantial profit.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Peter McPhun at (202)551-3581 or Kristina Marrone at (202)551-
3429 if you have questions regarding comments on the financial statements and related
matters.  Please contact Janice Adeloye at (202)551-3034 or James Lopez at (202)551-3536 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Matthew L. Fry