UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: ~~July~~January 3127, ~~2025~~2026

(Date of earliest event reported)

Winvest Group Ltd.

(Exact name of registrant as specified in its charter)

Nevada		000-56204		27-2052033
(State of Incorporation)		(Commission File Number)		(IRS EIN)

50 West Liberty Street, Suite 880

Reno, NV 89501

(Address of principal executive offices)

(775) 996-0288

(Registrant’s telephone number, including area code)

(Former name, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered Common Stock WNLV OTC Markets: OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

OnResignation ~~July 31, 2025, Winvest Group Ltd. (the “Company”) received formal written notice from Ms. Charlene Logan Kelly confirming her resignation from the position~~ of Chief Intellectual Officer (CIO), effective as of June 28, 2025. Ms. Logan Kelly’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.Directors:

InOn ~~recognition~~January of27, ~~her~~2026, ~~contributions~~Wan ~~during~~Nyuk ~~the~~Ming ~~early-stage~~resigned ~~development~~from his positions as Chairman of the ~~Company,~~Board and ~~pursuant~~Director toof aWinvest ~~one-time~~Group ~~board resolution~~Ltd., ~~the~~and ~~Company~~Ng ~~will~~Chian ~~issue~~Yin ~~90,000~~resigned ~~restricted~~from ~~shares~~his ofposition ~~common~~as ~~stock~~Director toof ~~Ms.~~Winvest ~~Logan~~Group ~~Kelly~~Ltd., aseach ~~full~~for ~~and~~personal ~~final equity consideration~~reasons. ~~These~~The ~~shares~~resignations were ~~granted~~not asthe aresult ~~standalone~~of ~~issuance~~any ~~for~~disagreement ~~services~~with ~~previously~~the ~~rendered~~Company, ~~and~~its ~~are~~management, ~~subject~~or tothe ~~resale~~Board ~~restrictions~~regarding ~~under Rule 144 of~~ the ~~Securities~~Company’s ~~Act~~operations, ~~of 1933~~policies, asor ~~amended~~practices.

~~The~~Following the resignations, the Board of Directors of the Company ~~wishes~~will ~~Ms.~~take ~~Logan~~such ~~Kelly~~action ~~continued~~as ~~success~~it deems necessary to fill the resulting vacancies in ~~her~~accordance ~~future~~with ~~endeavors~~the Company’s bylaws and applicable law.

2Appointment of New Chairman:

~~SIGNATURES~~On January 27, 2026, the Board of Directors of Winvest Group Ltd. appointed Khiow Hui Lim as Chairman of the Board, effective immediately. Ms. Khiow Hui Lim will serve as Chairman in addition to her existing role as a director of the Company.

~~Pursuant~~There toare ~~the~~no ~~requirements~~arrangements ofor ~~the~~understandings ~~Securities~~between ~~Exchange~~Ms. ~~Act~~Khiow ofHui ~~1934,~~and ~~the~~any ~~Registrant~~other ~~has~~person ~~duly~~pursuant ~~caused~~to ~~this~~which ~~Report~~she towas beappointed ~~signed~~Chairman, onand ~~its~~there ~~behalf~~are byno transactions between Ms. Khiow Hui Lim and the ~~undersigned~~Company ~~hereunto~~that ~~duly~~would ~~authorized~~require disclosure under Item 404(a) of Regulation S-K.

	Winvest Group Ltd.
Dated: July 31, 2025	By:	/s/ Jeffrey Wong
		Jeffrey Wong, CEO

The appointment was approved by the Board of Directors by written consent.

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.

	Winvest Group Ltd.

Dated: January 30, 2026	By:	/s/ Khiow Hui Lim
		Khiow Hui Lim, Chairman of the Board & Director

	By:	/s/ Jeffrey Wong
		Jeffrey Wong, Director

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