Exhibit
4.1


 


	NUMBER	UNITS


 


WINVU


 


WINVEST
ACQUISITION CORP.


 


	SEE REVERSE FOR	 	CUSIP
    97655B 208
	CERTAIN
    DEFINITIONS	 	 


 


UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK,


ONE
RIGHT TO RECEIVE ONE-FIFTEENTH SHARE OF COMMON STOCK


AND
ONE WARRANT TO PURCHASE ONE-HALF SHARE OF COMMON STOCK


 


THIS
CERTIFIES THAT _________________________________________________________________ is the owner
of ____________________________________________________________________Units.





 


Each
Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”),
of WinVest Acquisition Corp., a Delaware corporation (the “Company”), one right (the “Right(s)”)
to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation of an initial Business Combination (as defined below)
and one redeemable warrant (the “Warrant(s)”). Each Warrant entitles the holder to purchase one half (1/2)
of one share of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) the
Company’s completion of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination (“Business Combination”) and (ii) one year after the closing of the Company’s
initial public offering (“IPO”), and will expire unless exercised before 5:00 p.m., New York City Time, on
the fifth anniversary of the consummation of the Company’s initial business combination, or earlier upon redemption (the “Expiration
Date”). Every fifteen Rights entitles the holder thereof to receive one share of Common Stock upon consummation of the Company’s
initial Business Combination. The Common Stock, Rights and Warrants comprising the Units represented by this certificate are not transferable
separately prior to the 30th day after the date of the prospectus relating to the Company’s IPO, subject to earlier separation
in the discretion of Chardan Capital Markets, LLC, provided that the Company has filed with the Securities and Exchange Commission a
Current Report on Form 8-K which includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the
IPO and issued a press release announcing when separate trading will begin. The terms of the Rights and Warrants are governed by a rights
agreement (the “Rights Agreement”), dated as of [•], 2021, and a warrant agreement (the “Warrant
Agreement”), dated as of [•], 2021, respectively, both between the Company and Continental Stock Transfer & Trust
Company, as the rights agent and warrant agent, and are subject to the terms and provisions contained therein, all of which terms and
provisions the holder of this certificate consents to by acceptance hereof. Copies of the Rights Agreement and the Warrant Agreement
are on file at the office of Continental Stock Transfer & Trust Company at 1 State Street, New York, New York 10004 and are available
to any Right Holder or Warrant Holder, respectively, on written request and without cost.


 


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


 


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


 


	By		 	 
	 	Chairman
    of the Board	 	Chief
    Financial Officer


 




    	 



     


    

 


WinVest
Acquisition Corp.


 


The
Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights.


 


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	 
	 	 	 	 	 	 	 
	 	 	 	 	(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.


 


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)








 



 


__________________________________________________________ Units
represented by the within Certificate, and do hereby irrevocably constitute and appoint


 


__________________________________________________________
Attorney to transfer the said Units 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) 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 with respect to the
common stock underlying this certificate only in the event that (i) the Company is forced to liquidate because it does not consummate
an initial business combination within the period of time set forth in the Company’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.