Exhibit
4.2


 


	NUMBER	SHARES
	 	 
	WINV	 


 


WINVEST
ACQUISITION CORP. INCORPORATED UNDER


THE LAWS OF THE STATE OF DELAWARE


 


COMMON
STOCK


 


	 	 	SEE
    REVERSE FOR CERTAIN DEFINITIONS
	 	 	 
	This
    Certifies that is the owner of	  
	CUSIP
    97655B 109


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH


OF THE COMMON STOCK OF


 


WINVEST
ACQUISITION CORP.


 


transferable
on the books of WinVest Acquisition Corp., a Delaware corporation (the “Corporation”), in person or by duly authorized attorney
upon surrender of this certificate properly endorsed. The Corporation will be forced to liquidate if it is unable to complete an initial
business combination within the period of time as set forth in the Corporation’s Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time, all as more fully described in the Corporation’s final prospectus dated _______,
2021


 


This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.


 


Witness
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.


 


	Dated:	 	 
	 	 	 
			 
	CHAIRMAN	 	CHIEF
    EXECUTIVE OFFICER


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:


 


	TEN
    COM — as tenants in common	UNIF
    GIFT	—	Custodian
	 	MIN
    ACT

    
	 		 	 
	 

    
	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 
	TEN
    ENT — as tenants by the entireties	 	 	 	 	 
	 	 	 	 	 	 
	JT
    TEN — as joint tenants with right of survivorship and not as tenants in common

    
	 	 	under
    Uniform Gifts to Minors Act
	                   	 	 	 	 	 
	 	 	 	
	 	 	 	(State)





 


Additional
abbreviations may also be used though not in the above list.


 




    	 



    	 



    

 





WinVest
Acquisition Corp.


 


The
Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or
restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held
subject to all the provisions of the Corporation’s Amended and Restated Certificate of Incorporation and all amendments thereto
and resolutions of the Board of Directors providing for the issue of shares of Common Stock (copies of which may be obtained from the
secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.


 


For
value received, ______________________hereby sell, assign and transfer unto


 





	PLEASE
INSERT SOCIAL SECURITY OR OTHER





	 
	IDENTIFYING
NUMBER OF ASSIGNEE	 
	 	 
	 	 
	 	 






 


 


 



(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


 






 


 





 



 


 





 



 


shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint


 


__________________________________________________________________ 
Attorney to transfer the said stock on the books of the within named Corporation will full power of substitution in the
premises.


 


Dated
________________





 














	 	 
	 	Notice:	The signature to this assignment must correspond with the
name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


Signature(s)
Guaranteed:


 





	 	 
	THE
    SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
    UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).	 


 


The
holder(s) of this certificate shall be entitled to receive a pro-rata portion of the funds from the trust account only in the event
that (i) the Corporation is forced to liquidate because it does not consummate an initial business combination within the period of
time set forth in the Corporation’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to
time (the “Charter”) or (ii) if the holder seeks to convert his shares upon consummation of, or sell his shares in a
tender offer in connection with, an initial business combination or in connection with certain amendments to the Charter. In no
other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.