Exhibit
4.6


 


Form
of Right


 


	NUMBER	RIGHTS




 


WINVEST
ACQUISITION CORP. INCORPORATED UNDER


 


THE
LAWS OF DELAWARE


 


SEE
REVERSE FOR


CERTAIN
DEFINITIONS


 


CUSIP
97655B 125


 


THIS
CERTIFIES THAT, for value received, ___________________


 


is
the registered holder of a right or rights (each, a “Right”) to automatically receive one-fifteenth (1/15)
of one share of common stock, $0.0001 par value (“Common Stock”),
of WinVest Acquisition Corp. (the “Company”) for each Right evidenced by this Rights Certificate on the Company’s
completion of an initial Business Combination (as defined in the Company’s Amended and Restated Certificate of Incorporation) upon
surrender of this Right Certificate pursuant to the Rights Agreement between the Company and Continental Stock Transfer & Trust Company,
as Rights Agent. In no event will the Company be required to net cash settle any Right.


 


Upon
liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in
the Company’s Amended and Restated Certificate of Incorporation, the Right shall expire and be worthless. As more fully described
in the prospectus relating to the Company’s initial public offering (“Prospectus”), the holder of a Right
shall have no right or interest of any kind in the Company’s trust account established in connection with the Company’s initial
public offering.


 


Upon
due presentment for registration of transfer of the Right Certificate at the office or agency of the Rights Agent, a new Right Certificate
or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange
for this Right Certificate, without charge except for any applicable tax or other governmental charge. The Company shall not issue fractional
shares upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner
(as provided in the Rights Agreement).


 


The
Company and the Rights Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Right Agent shall be affected by any notice to the contrary.


 


This
Right does not entitle the registered holder to any of the rights of a stockholder of the Company.


 


Dated:


 


	
    
	 	 
	CHAIRMAN	 	SECRETARY
	 	 	 
	 	 	 
	Continental
    Stock Transfer & Trust Company, as Rights Agent	 	 


 


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 MIN ACT	–	 	Custodian	 
	TEN ENT –	as
    tenants by the entireties	 	 	(Cust)	 	(Minor)
	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
Company 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 shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the
provisions of the Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors
providing for the issue of securities (copies of which may be obtained from the secretary of the Company), 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)
	 
	 
	 
	 
	 
	rights
	represented
    by the within Certificate, and do hereby irrevocably constitute and appoint
	 
	Attorney
	to
    transfer said rights on the books of the within named Company 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) MUST 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).	 


 


As
more fully described in the Prospectus, the holder of this certificate shall have no right or interest of any kind in or to the funds
held in the Company’s trust account established in connection with the Company’s initial public offering.