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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Kingswood Acquisition Corp.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39700 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified |
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| March 8, 2024 |
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 (Date of earliest event reported): March 8, 2024 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commissi |
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| March 8, 2024 |
Exhibit 3.1 SEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD ACQUISITION CORP. March 8, 2024 KINGSWOOD ACQUISITION CORP., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Kingswood Acquisition Corp.”. The original certificate of incorpor |
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| March 8, 2024 |
Exhibit 3.1 SEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD ACQUISITION CORP. March 8, 2024 KINGSWOOD ACQUISITION CORP., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Kingswood Acquisition Corp.”. The original certificate of incorpor |
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| March 8, 2024 |
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 (Date of earliest event reported): March 8, 2024 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commissi |
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| March 4, 2024 |
KINGSWOOD ACQUISITION CORP. FURTHER POSTPONES SPECIAL MEETING Exhibit 99.1 KINGSWOOD ACQUISITION CORP. FURTHER POSTPONES SPECIAL MEETING NEW YORK, NEW YORK, March 4, 2024 – Kingswood Acquisition Corp. (OTC: KWAC) (the “Company”) announced today that the special meeting of the Company’s stockholders to vote upon the Company’s initial business combination and related matters, which was originally scheduled for February 22, 2024 and postponed to March 6, 2024, |
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| March 4, 2024 |
KINGSWOOD ACQUISITION CORP. FURTHER POSTPONES SPECIAL MEETING Exhibit 99.1 KINGSWOOD ACQUISITION CORP. FURTHER POSTPONES SPECIAL MEETING NEW YORK, NEW YORK, March 4, 2024 – Kingswood Acquisition Corp. (OTC: KWAC) (the “Company”) announced today that the special meeting of the Company’s stockholders to vote upon the Company’s initial business combination and related matters, which was originally scheduled for February 22, 2024 and postponed to March 6, 2024, |
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| March 4, 2024 |
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 (Date of earliest event reported): March 4, 2024 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commissi |
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| March 4, 2024 |
Financial Statements and Exhibits, Other Events 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 (Date of earliest event reported): March 4, 2024 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commissi |
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| February 22, 2024 |
Exhibit 3.1 SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD ACQUISITION CORP. February 22, 2024 KINGSWOOD ACQUISITION CORP., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Kingswood Acquisition Corp.”. The original certificate of incorp |
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| February 22, 2024 |
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 (Date of earliest event reported): February 22, 2024 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Comm |
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| February 22, 2024 |
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 (Date of earliest event reported): February 22, 2024 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Comm |
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| February 22, 2024 |
Exhibit 3.1 SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD ACQUISITION CORP. February 22, 2024 KINGSWOOD ACQUISITION CORP., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Kingswood Acquisition Corp.”. The original certificate of incorp |
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| February 20, 2024 |
KINGSWOOD ACQUISITION CORP. MAKES ANNOUNCEMENTS REGARDING TWO SPECIAL MEETINGS OF STOCKHOLDERS Exhibit 99.1 KINGSWOOD ACQUISITION CORP. MAKES ANNOUNCEMENTS REGARDING TWO SPECIAL MEETINGS OF STOCKHOLDERS NEW YORK, NEW YORK, February 20, 2024 – Kingswood Acquisition Corp. (OTC: KWAC) (the “Company”) made announcements today concerning its two upcoming special meetings of its stockholders. Extension Meeting The Company confirmed today that the special meeting of the Company’s stockholders to v |
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| February 20, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 (Date of earliest event reported): February 20, 2024 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Comm |
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| February 20, 2024 |
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 (Date of earliest event reported): February 20, 2024 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Comm |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| February 20, 2024 |
KINGSWOOD ACQUISITION CORP. MAKES ANNOUNCEMENTS REGARDING TWO SPECIAL MEETINGS OF STOCKHOLDERS Exhibit 99.1 KINGSWOOD ACQUISITION CORP. MAKES ANNOUNCEMENTS REGARDING TWO SPECIAL MEETINGS OF STOCKHOLDERS NEW YORK, NEW YORK, February 20, 2024 – Kingswood Acquisition Corp. (OTC: KWAC) (the “Company”) made announcements today concerning its two upcoming special meetings of its stockholders. Extension Meeting The Company confirmed today that the special meeting of the Company’s stockholders to v |
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| February 15, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 17, 2024 |
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER Exhibit 10.1 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Third Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of January 16, 2024, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (“SPAC”), Binah Capital Group, Inc., a Delaware corporation (“Holdings”), Kingswood Merger Sub, Inc., a Delaware corporation and a wholly-owned su |
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| January 17, 2024 |
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 (Date of earliest event reported): January 17, 2024 (January 16, 2024) KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of in |
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| January 17, 2024 |
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER Exhibit 10.1 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Third Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of January 16, 2024, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (“SPAC”), Binah Capital Group, Inc., a Delaware corporation (“Holdings”), Kingswood Merger Sub, Inc., a Delaware corporation and a wholly-owned su |
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| January 17, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 (Date of earliest event reported): January 17, 2024 (January 16, 2024) KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of in |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 17, 2023 |
Fifth Amendment to Second Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD ACQUISITION CORP. November 17, 2023 KINGSWOOD ACQUISITION CORP., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Kingswood Acquisition Corp.”. The original certificate of incorp |
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| November 17, 2023 |
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 (Date of earliest event reported): November 17, 2023 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Comm |
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| November 17, 2023 |
Fifth Amendment to Second Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD ACQUISITION CORP. November 17, 2023 KINGSWOOD ACQUISITION CORP., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Kingswood Acquisition Corp.”. The original certificate of incorp |
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| November 17, 2023 |
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 (Date of earliest event reported): November 17, 2023 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Comm |
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| November 14, 2023 |
SEC FILE NUMBER 001-39700 CUSIP NUMBER 496861105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 18, 2023 |
Second Amendment to Agreement and Plan of Merger, dated as of September 13, 2023 Exhibit 10.1 Execution Version SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of September 13, 2023, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (“SPAC”), Binah Capital Group, Inc., a Delaware corporation (“Holdings”), Kingswood Merger Sub, Inc., a Delaware corporation |
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| September 18, 2023 |
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 (Date of earliest event reported): September 13, 2023 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Com |
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| September 18, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 (Date of earliest event reported): September 13, 2023 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Com |
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| September 18, 2023 |
Second Amendment to Agreement and Plan of Merger, dated as of September 13, 2023 Exhibit 10.1 Execution Version SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of September 13, 2023, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (“SPAC”), Binah Capital Group, Inc., a Delaware corporation (“Holdings”), Kingswood Merger Sub, Inc., a Delaware corporation |
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| September 8, 2023 |
SC 13G/A 1 p23-2297sc13ga.htm KINGSWOOD ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kingswood Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 496861105 (CUSIP Number) August 31, 2023 (Date of Event Which Requires Filing of t |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 |
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| August 21, 2023 |
Fourth Amendment to Second Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD ACQUISITION CORP. August 17, 2023 KINGSWOOD ACQUISITION CORP., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Kingswood Acquisition Corp.”. The original certificate of incorpo |
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| August 21, 2023 |
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 (Date of earliest event reported): August 17, 2023 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commis |
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| August 21, 2023 |
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 (Date of earliest event reported): August 17, 2023 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commis |
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| August 21, 2023 |
Fourth Amendment to Second Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD ACQUISITION CORP. August 17, 2023 KINGSWOOD ACQUISITION CORP., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Kingswood Acquisition Corp.”. The original certificate of incorpo |
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| August 14, 2023 |
SEC FILE NUMBER 001-39700 CUSIP NUMBER 496861105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kingswood Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 496861105 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| June 2, 2023 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The unders |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| May 18, 2023 |
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 (Date of earliest event reported): May 18, 2023 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commissio |
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| May 18, 2023 |
Third Amendment to Second Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 Delaware The First State Page 1 3319556 8100 Authentication: 203374526 SR# 20232155454 Date: 05-18-23 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “KINGSWOOD ACQUISITION CORP.”, FILED IN THIS OFFICE |
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| May 18, 2023 |
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 (Date of earliest event reported): May 18, 2023 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commissio |
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| May 18, 2023 |
Third Amendment to Second Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 Delaware The First State Page 1 3319556 8100 Authentication: 203374526 SR# 20232155454 Date: 05-18-23 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “KINGSWOOD ACQUISITION CORP.”, FILED IN THIS OFFICE |
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| May 15, 2023 |
SEC FILE NUMBER 001-39700 CUSIP NUMBER 496861105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 2, 2023 |
401 9th Street, NW Washington, D.C. 20004-2128 401 9th Street, NW Washington, D.C. 20004-2128 +1.202.508.8000 May 2, 2023 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Catherine De Lorenzo and David Link, Division of Corporation Finance, Office of Real Estate & Construction Re: Kingswood Acquisition Corp. Preliminary Proxy Statement on Schedule 14 |
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| April 26, 2023 |
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 (Date of earliest event reported): April 25, 2023 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commiss |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-39700 KINGSWOO |
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| April 17, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction Binah Capital Group, Inc. Delaware Kingswood Merger Sub, Inc. Delaware Wentworth Merger Sub, LLC Delaware |
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| April 17, 2023 |
Exhibit 4.5 DESCRIPTION OF SECURITIES The following description summarizes certain terms of the securities of Kingswood Acquisition Corp. (the “Company”, “our” or “we”) as set out more particularly in our second amended and restated certificate of incorporation, as amended from time to time (“Charter”). Pursuant to our Charter which was adopted prior to the consummation of our initial public offer |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| March 20, 2023 |
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 (Date of earliest event reported): March 20, 2023 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commiss |
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| March 20, 2023 |
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 (Date of earliest event reported): March 20, 2023 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commiss |
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| March 20, 2023 |
First Amendment to Agreement and Plan of Merger, dated as of March 20, 2023 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of March 20, 2023, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (“SPAC”), Binah Capital Group, Inc., a Delaware corporation, and a wholly owned subsidiary of SPAC (“Holdings”) and Wentworth Mana |
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| March 20, 2023 |
First Amendment to Agreement and Plan of Merger, dated as of March 20, 2023 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of March 20, 2023, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (“SPAC”), Binah Capital Group, Inc., a Delaware corporation, and a wholly owned subsidiary of SPAC (“Holdings”) and Wentworth Mana |
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| February 14, 2023 |
KWAC / Kingswood Acquisition Corp / MIZUHO FINANCIAL GROUP INC - SCHEDULE 13G Passive Investment SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kingswood Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 496861105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 13, 2023 |
KWAC / Kingswood Acquisition Corp / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d280855dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kingswood Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 496861105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this St |
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| January 4, 2023 |
Exhibit 10.1 CONSENT AND ACKNOWLEDGEMENT OF MERGER AGREEMENT LETTER AGREEMENT December 30, 2022 Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being entered into by and between Wentworth Management Services LLC, a Delaware limited liability company (the ?Company?), Kingswood Acquisition Corp., a Delaware corporation (?SPAC?) and Binah Capital Group, Inc., a Delaware corporation, an |
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| January 4, 2023 |
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 (Date of earliest event reported): January 4 , 2023 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commi |
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| January 4, 2023 |
425 1 tm231425d18k.htm 425 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 (Date of earliest event reported): January 4 , 2023 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdicti |
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| January 4, 2023 |
Side Letter to the Merger Agreement, dated December 30, 2022 Exhibit 10.1 CONSENT AND ACKNOWLEDGEMENT OF MERGER AGREEMENT LETTER AGREEMENT December 30, 2022 Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being entered into by and between Wentworth Management Services LLC, a Delaware limited liability company (the ?Company?), Kingswood Acquisition Corp., a Delaware corporation (?SPAC?) and Binah Capital Group, Inc., a Delaware corporation, an |
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| December 23, 2022 |
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 (Date of earliest event reported): December 23 , 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Com |
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| December 23, 2022 |
Exhibit 99.2 KINGSWOOD ACQUISITION CORP. ADVANCES ACQUISITION OF WENTWORTH MANAGEMENT SERVICES LLC WITH FILING OF S-4 AND INVESTOR PRESENTATION WEALTH MANAGEMENT AGGREGATOR TO NAME INDUSTRY LEADER LARRY ROTH EXECUTIVE CHAIRMAN PUBLIC-READY PLATFORM WITH UNIQUE VALUE PROPOSITION NEW YORK, Dec. 23, 2022 - Kingswood Acquisition Corp. (OTCE: KWAC) (?we?, ?us?, ?our?, or "KWAC"), today announced the ad |
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| December 23, 2022 |
S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Investor Presentation December 2022 Exhibit 99.1 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Investor Presentation December 2022 2 Disclaimer About this Presentation This presentation (?Presentation?) contains information of Kingswood Acquisition Corporation (?KWAC?). This Presentation is made solely for informational purposes, and no representation or warranty, express or implied, is made by KWAC, Wentworth Manageme |
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| December 23, 2022 |
S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Investor Presentation December 2022 Exhibit 99.1 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Investor Presentation December 2022 2 Disclaimer About this Presentation This presentation (“Presentation”) contains information of Kingswood Acquisition Corporation (“KWAC”). This Presentation is made solely for informational purposes, and no representation or warranty, express or implied, is made by KWAC, Wentworth Manageme |
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| December 23, 2022 |
Exhibit 99.2 KINGSWOOD ACQUISITION CORP. ADVANCES ACQUISITION OF WENTWORTH MANAGEMENT SERVICES LLC WITH FILING OF S-4 AND INVESTOR PRESENTATION WEALTH MANAGEMENT AGGREGATOR TO NAME INDUSTRY LEADER LARRY ROTH EXECUTIVE CHAIRMAN PUBLIC-READY PLATFORM WITH UNIQUE VALUE PROPOSITION NEW YORK, Dec. 23, 2022 - Kingswood Acquisition Corp. (OTCE: KWAC) (?we?, ?us?, ?our?, or "KWAC"), today announced the ad |
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| December 23, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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 (Date of earliest event reported): December 23 , 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Com |
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| November 23, 2022 |
Kingswood Acquisition Corp. Announces Extension of Time to Consummate Business Combination Exhibit 99.1 Kingswood Acquisition Corp. Announces Extension of Time to Consummate Business Combination New York, NY November 23, 2022 ? Kingswood Acquisition Corp. (?we?, ?us?, ?our?, or the ?Company?), has announced today that it was exercising its option to extend the time available to consummate its business combination to May 24, 2023 and $69,218.35 will be deposited into Company?s trust acco |
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| November 23, 2022 |
Exhibit 3.1 SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD ACQUISITION CORP. November 23, 2022 KINGSWOOD ACQUISITION CORP., (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is ?Kingswood Acquisition Corp.?. The original certificate of incor |
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| November 23, 2022 |
Second Amendment to Second Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD ACQUISITION CORP. November 23, 2022 KINGSWOOD ACQUISITION CORP., (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is ?Kingswood Acquisition Corp.?. The original certificate of incor |
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| November 23, 2022 |
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 (Date of earliest event reported): November 23, 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Comm |
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| November 23, 2022 |
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 (Date of earliest event reported): November 23, 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Comm |
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| November 23, 2022 |
Kingswood Acquisition Corp. Announces Extension of Time to Consummate Business Combination Exhibit 99.1 Kingswood Acquisition Corp. Announces Extension of Time to Consummate Business Combination New York, NY November 23, 2022 ? Kingswood Acquisition Corp. (?we?, ?us?, ?our?, or the ?Company?), has announced today that it was exercising its option to extend the time available to consummate its business combination to May 24, 2023 and $69,218.35 will be deposited into Company?s trust acco |
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| November 18, 2022 |
Press Release, dated November 17, 2022. Exhibit 99.1 Kingswood Acquisition Corp. Announces Adjournment of its Special Meeting of Stockholders to Approve Additional Time to Complete its Initial Business Combination The Company recommends all of its stockholders to vote FOR the Extension at the upcoming Special Meeting. New York, NY, November 17, 2022 ? Kingswood Acquisition Corp. (?we?, ?us?, ?our?, or the ?Company?) today announced that |
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| November 18, 2022 |
Exhibit 99.1 Kingswood Acquisition Corp. Announces Adjournment of its Special Meeting of Stockholders to Approve Additional Time to Complete its Initial Business Combination The Company recommends all of its stockholders to vote FOR the Extension at the upcoming Special Meeting. New York, NY, November 17, 2022 ? Kingswood Acquisition Corp. (?we?, ?us?, ?our?, or the ?Company?) today announced that |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 18, 2022 |
Financial Statements and Exhibits, Other Events 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 (Date of earliest event reported): November 17, 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Comm |
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| November 18, 2022 |
Exhibit 99.1 Kingswood Acquisition Corp. Announces Adjournment of its Special Meeting of Stockholders to Approve Additional Time to Complete its Initial Business Combination The Company recommends all of its stockholders to vote FOR the Extension at the upcoming Special Meeting. New York, NY, November 17, 2022 — Kingswood Acquisition Corp. (“we”, “us”, “our”, or the “Company”) today announced that |
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| November 18, 2022 |
425 1 tm2230841d28k.htm 425 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 (Date of earliest event reported): November 17, 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdic |
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| November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 14, 2022 |
Exhibit 99.1 Kingswood Acquisition Corp. Announces Adjournment of its Special Meeting of Stockholders to Approve Additional Time to Complete its Initial Business Combination The Company recommends all of its stockholders to vote FOR the Extension at the upcoming Special Meeting. New York, NY, November 14, 2022 ? Kingswood Acquisition Corp. (?we?, ?us?, ?our?, or the ?Company?) today announced that |
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| November 14, 2022 |
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 (Date of earliest event reported): November 14, 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Comm |
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| November 14, 2022 |
Press Release, dated November 14, 2022. Exhibit 99.1 Kingswood Acquisition Corp. Announces Adjournment of its Special Meeting of Stockholders to Approve Additional Time to Complete its Initial Business Combination The Company recommends all of its stockholders to vote FOR the Extension at the upcoming Special Meeting. New York, NY, November 14, 2022 ? Kingswood Acquisition Corp. (?we?, ?us?, ?our?, or the ?Company?) today announced that |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 14, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events, 8-K 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 (Date of earliest event reported): November 14, 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Comm |
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| November 14, 2022 |
Exhibit 99.1 Kingswood Acquisition Corp. Announces Adjournment of its Special Meeting of Stockholders to Approve Additional Time to Complete its Initial Business Combination The Company recommends all of its stockholders to vote FOR the Extension at the upcoming Special Meeting. New York, NY, November 14, 2022 ? Kingswood Acquisition Corp. (?we?, ?us?, ?our?, or the ?Company?) today announced that |
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| October 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 20, 2022 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| October 20, 2022 |
401 9th Street, NW Washington, D.C. 20004-2128 401 9th Street, NW Washington, D.C. 20004-2128 +1.202.508.8000 October 20, 2022 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacie Gorman and Jeffrey Gabor, Division of Corporation Finance, Office of Real Estate & Construction Re: Kingswood Acquisition Corp. Preliminary Proxy Statement on Schedule 1 |
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| October 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 24, 2022 |
401 9th Street, NW Washington, D.C. 20004-2128 401 9th Street, NW Washington, D.C. 20004-2128 +1.202.508.8000 August 24, 2022 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Babette Cooper and Robert Telewicz, Division of Corporation Finance, Office of Real Estate & Construction Re: Kingswood Acquisition Corp. Form 10-K for the Fiscal Year Ending De |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 29, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A Common Stock (the "Common Stock"), Units, each consisting of one share of Class A Common Stock and three-fourths of one redeemable warrant (the "Units") and Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11. |
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| July 14, 2022 |
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 (Date of earliest event reported): July 14, 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commissi |
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| July 14, 2022 |
Kingswood Acquisition Corp. To Transfer Listing to OTC Markets Group Inc. Exhibit 99.1 Kingswood Acquisition Corp. To Transfer Listing to OTC Markets Group Inc. NEW YORK, NY, July 13, 2022 - Kingswood Acquisition Corp. (?KWAC?), a special purpose acquisition company, announced today that it had been informed that the New York Stock Exchange (the ?NYSE?) had, effective as of approximately 4:00 p.m. Eastern Time on July 13, 2022, suspending trading with respect to KWAC?s |
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| July 14, 2022 |
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 (Date of earliest event reported): July 14, 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commissi |
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| July 14, 2022 |
Kingswood Acquisition Corp. To Transfer Listing to OTC Markets Group Inc. Exhibit 99.1 Kingswood Acquisition Corp. To Transfer Listing to OTC Markets Group Inc. NEW YORK, NY, July 13, 2022 - Kingswood Acquisition Corp. (?KWAC?), a special purpose acquisition company, announced today that it had been informed that the New York Stock Exchange (the ?NYSE?) had, effective as of approximately 4:00 p.m. Eastern Time on July 13, 2022, suspending trading with respect to KWAC?s |
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| July 7, 2022 |
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 (Date of earliest event reported): July 7, 2022 (July 7, 2022) KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporat |
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| July 7, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of July 7, 2022 by and among KINGSWOOD ACQUISITION CORP., BINAH CAPITAL GROUP, INC., Kingswood Merger Sub, INC., Wentworth Merger Sub, LLC, and WENTWORTH MANAGEMENT SERVICES LLC TABLE OF CONTENTS Article I CERTAIN DEFINITIONS 2 1.01???Definitions 2 1.02???Construction 16 1.03???Knowledge 17 1.04???Equitable Adjustments 17 Article II THE MERGERS 17 |
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| July 7, 2022 |
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 (Date of earliest event reported): July 7, 2022 (July 7, 2022) KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporat |
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| July 7, 2022 |
Exhibit 99.1 Kingswood Acquisition Corp. and Wentworth Management Services LLC Announce Definitive Merger Agreement New York, July 7, 2022 ? Kingswood Acquisition Corp. (NYSE: KWAC) (?KWAC?), announced today a definitive agreement to enter into a business combination with Wentworth Management Services LLC (?Wentworth?). The transaction will enable Wentworth, a broker-dealer aggregator , to go publ |
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| July 7, 2022 |
Exhibit 99.1 Kingswood Acquisition Corp. and Wentworth Management Services LLC Announce Definitive Merger Agreement New York, July 7, 2022 ? Kingswood Acquisition Corp. (NYSE: KWAC) (?KWAC?), announced today a definitive agreement to enter into a business combination with Wentworth Management Services LLC (?Wentworth?). The transaction will enable Wentworth, a broker-dealer aggregator , to go publ |
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| July 7, 2022 |
Exhibit 10.1 FOUNDER SUPPORT AGREEMEN This FOUNDER SUPPORT AGREEMENT, dated as of July 7, 2022 (this ?Agreement?), by and among KINGSWOOD ACQUISITION CORP., a Delaware corporation (?SPAC?), BINAH CAPITAL GROUP, INC., a Delaware corporation (?Holdings?), WENTWORTH MANAGEMENT SERVICES LLC, a Delaware limited liability company (the ?Company?), and Kingswood Global Sponsor, LLC (the ?Sponsor Support H |
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| July 7, 2022 |
Exhibit 10.2 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of July 7, 2022 (this ?Agreement?), by and among KINGSWOOD ACQUISITION CORP., a Delaware corporation (?KWAC?), WENTWORTH MANAGEMENT SERVICES, LLC, a Delaware limited liability company (the ?Company?), and MHC SECURITIES LLC (the ?Company Member?). WHEREAS, KWAC, the Company, Binah Capital Group, Inc., a Delaware corpor |
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| July 7, 2022 |
Exhibit 10.1 FOUNDER SUPPORT AGREEMEN This FOUNDER SUPPORT AGREEMENT, dated as of July 7, 2022 (this ?Agreement?), by and among KINGSWOOD ACQUISITION CORP., a Delaware corporation (?SPAC?), BINAH CAPITAL GROUP, INC., a Delaware corporation (?Holdings?), WENTWORTH MANAGEMENT SERVICES LLC, a Delaware limited liability company (the ?Company?), and Kingswood Global Sponsor, LLC (the ?Sponsor Support H |
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| July 7, 2022 |
Exhibit 10.2 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of July 7, 2022 (this ?Agreement?), by and among KINGSWOOD ACQUISITION CORP., a Delaware corporation (?KWAC?), WENTWORTH MANAGEMENT SERVICES, LLC, a Delaware limited liability company (the ?Company?), and MHC SECURITIES LLC (the ?Company Member?). WHEREAS, KWAC, the Company, Binah Capital Group, Inc., a Delaware corpor |
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| July 7, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of July 7, 2022 by and among KINGSWOOD ACQUISITION CORP., BINAH CAPITAL GROUP, INC., Kingswood Merger Sub, INC., Wentworth Merger Sub, LLC, and WENTWORTH MANAGEMENT SERVICES LLC TABLE OF CONTENTS Article I CERTAIN DEFINITIONS 2 1.01???Definitions 2 1.02???Construction 16 1.03???Knowledge 17 1.04???Equitable Adjustments 17 Article II THE MERGERS 17 |
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| June 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Kingswood Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 496861105 (CUSIP Number) May 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| May 23, 2022 |
Kingswood Acquisition Corp. Announces Extension of Time to Consummate Business Combinations Exhibit 99.1 Kingswood Acquisition Corp. Announces Extension of Time to Consummate Business Combinations New York, NY May 23, 2022 ? Kingswood Acquisition Corp. (?KWAC?), has announced today that it was exercising its option to extend the time available to consummate its business combination to November 24, 2022 and deposited $60,969 into the Trust Account. About Kingswood Acquisition Corp.: Kings |
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| May 23, 2022 |
Kingswood Acquisition Corp. Announces Extension of Time to Consummate Business Combinations Exhibit 99.1 Kingswood Acquisition Corp. Announces Extension of Time to Consummate Business Combinations New York, NY May 23, 2022 ? Kingswood Acquisition Corp. (?KWAC?), has announced today that it was exercising its option to extend the time available to consummate its business combination to November 24, 2022 and deposited $60,969 into the Trust Account. About Kingswood Acquisition Corp.: Kings |
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| May 23, 2022 |
Amendment to Second Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD ACQUISITION CORP. May 20, 2022 Kingswood Acquisition Corp., (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is ?Kingswood Acquisition Corp.?. The original certificate of incorporation of |
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| May 23, 2022 |
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 (Date of earliest event reported): May 23, 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commissio |
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| May 23, 2022 |
Exhibit 3.1 AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD ACQUISITION CORP. May 20, 2022 Kingswood Acquisition Corp., (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is ?Kingswood Acquisition Corp.?. The original certificate of incorporation of |
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| May 23, 2022 |
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 (Date of earliest event reported): May 23, 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commissio |
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| May 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 16, 2022 |
SEC FILE NUMBER 001-39700 CUSIP NUMBER 496861105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 13, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 (Date of earliest event reported): May 13, 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commissio |
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| May 13, 2022 |
Kingswood Acquisition Corp. Signs Letter of Intent for a Business Combination Exhibit 99.1 Kingswood Acquisition Corp. Signs Letter of Intent for a Business Combination New York, NY May 13, 2022 ? Kingswood Acquisition Corp. (?KWAC?), has announced today that it has entered into a non-binding letter of intent for a business combination between KWAC and Wentworth Management Services LLC (?Wentworth?). Wentworth is a platform of RIAs/broker dealers which employ differentiated |
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| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 26, 2022 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definiti |
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| April 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 24, 2022 |
Exhibit 99.1 Kingswood Acquisition Corp. Announces the Appointment of David Hudd as Executive Director and General Counsel NEW YORK, February 24, 2022 ? Kingswood Acquisition Corp. (NYSE: KWAC.U) (?KWAC?) announced that the Board of Directors appointed David Hudd to serve as Executive Director and General Counsel of the Company, effective February 19, 2022. Hudd, a member of the KWAC Board of Dire |
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| February 24, 2022 |
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 (Date of earliest event reported): February 24, 2022 (February 19, 2022) KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of |
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| February 17, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 17, 2022 |
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 (Date of earliest event reported): February 17, 2022 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Comm |
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| February 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-39700 KINGSW |
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| February 17, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2022 |
KWAC / Kingswood Acquisition Corp / PERISCOPE CAPITAL INC. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kingswood Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 496861105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ????) * Kingswood Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 496861105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 10, 2022 |
KWAC / Kingswood Acquisition Corp / Shaolin Capital Management LLC - SG 13G KWAC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Kingswood Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 496861105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| February 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kingswood Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 496861105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box t |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39700 Kingswood |
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| June 2, 2021 |
Exhibit 4.5 DESCRIPTION OF SECURITIES The following description summarizes certain terms of the securities of Kingswood Acquisition Corp. (the ?Company?, ?our? or ?we?) as set out more particularly in our second Charter (?Charter?). Pursuant to our second Charter which was adopted prior to the consummation of our initial public offering, the Company is authorized to issue (i) 110,000,000 shares of |
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| June 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-39700 KINGSW |
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| May 27, 2021 |
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 (Date of earliest event reported): May 27, 2021 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Commissio |
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| May 27, 2021 |
Kingswood Acquisition Corp. Receives Notice of Filing Delinquency from The New York Stock Exchange Exhibit 99.1 Kingswood Acquisition Corp. Receives Notice of Filing Delinquency from The New York Stock Exchange New York, New York?(BUSINESS WIRE)?Kingswood Acquisition Corp. (the ?Company?) (NYSE: KWAC.U, KWAC and KWAC WS), a special purpose acquisition company, received written notification from The New York Stock Exchange (?NYSE?) on May 25, 2021 that, because the Company has not yet filed its |
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| May 24, 2021 |
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 (Date of earliest event reported): May 24, 2021 (May 19, 2021) KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporat |
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| May 14, 2021 |
SEC FILE NUMBER 001-39700 CUSIP NUMBER 496861105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 21, 2021 |
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 (Date of earliest event reported): April 21, 2021 (April 19, 2021) KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorp |
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| March 18, 2021 |
Exhibit 4.5 DESCRIPTION OF SECURITIES The following description summarizes certain terms of the securities of Kingswood Acquisition Corp. (the ?Company?, ?our? or ?we?) as set out more particularly in our second Charter (?Charter?). Pursuant to our second Charter which was adopted prior to the consummation of our initial public offering, the Company is authorized to issue (i) 110,000,000 shares of |
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| March 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-39700 KINGSWOOD ACQUISITION CORP |
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| February 17, 2021 |
Exhibit 99.1 Kingswood Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing on or about February 17, 2021 February 17, 2021 NEW YORK?(BUSINESS WIRE)?Kingswood Acquisition Corp. announced today that holders of the units sold in the Company?s initial public offering of 11,500,000 units completed on November 24, 2020 (the ?offering?) may elect to separ |
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| February 17, 2021 |
Financial Statements and Exhibits, Other Events 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 (Date of earliest event reported): February 17, 2021 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of incorporation) (Comm |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Kingswood Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 496861204 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 16, 2021 |
EX-24.1 2 tm216870d1ex24-1.htm EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY The undersigned constitutes and appoints Chris Zochowski, David Sakowitz, Conner Pine and Ana Núñez Cárdenas, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead |
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| February 16, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT This joint filing agreement (this “Agreement”) is made and entered into as of this 15th day of February 2021, by and among Kingswood Global Sponsor LLC, HSQ Investments Ltd., Gary Wilder, Jonathan Massing, Michael Nessim, David Hudd and Howard Garland. The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G in resp |
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| February 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kingswood Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 496861204 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| February 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kingswood Acquisition Corp. (Name of Issuer) Common Stock, Par Value $.0001 Per Share (Title of Class of Securities) 496861204 (CUSIP Number) J. Scott Perkins; 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410; 561-741-0820 (Name, Address a |
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| December 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39700 Kingsw |
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| December 1, 2020 |
KINGSWOOD ACQUISITION CORP. INDEX TO BALANCE SHEET Exhibit 99.1 KINGSWOOD ACQUISITION CORP. INDEX TO BALANCE SHEET Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Kingswood Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of Kingswood |
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| December 1, 2020 |
Financial Statements and Exhibits, Other Events 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 (Date of earliest event reported): December 1, 2020 (November 24, 2020) KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of i |
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| November 30, 2020 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of November 19, 2020, is by and between Kingswood Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is en |
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| November 30, 2020 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2020 (November 19, 2020) KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or ot |
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| November 30, 2020 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 19, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the ?Company?), Kingswood Global Sponsor LLC, a Delaware limited liabili |
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| November 30, 2020 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 19, 2020, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the ?Company?), Kingswood Global Sponsor LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature page hereto under ?Holders? ( |
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| November 25, 2020 |
Kingswood Acquisition Corp. Prices $100 Million Initial Public Offering Exhibit 99.1 Kingswood Acquisition Corp. Prices $100 Million Initial Public Offering November 19, 2020 – Kingswood Acquisition Corp., a newly organized blank check company formed as a Delaware corporation, today announced the pricing of its initial public offering of 10 million units at an offering price of $10.00 per unit, with each unit consisting of one share of Class A common stock and three-f |
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| November 25, 2020 |
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 (Date of earliest event reported): November 25, 2020 (November 19, 2020) KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39700 85-2432410 (State or other jurisdiction of |
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| November 25, 2020 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 19, 2020 by and between Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-2 |
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| November 25, 2020 |
Kingswood Acquisition Corp. Announces Closing of $115 Million Initial Public Offering Exhibit 99.2 Kingswood Acquisition Corp. Announces Closing of $115 Million Initial Public Offering November 24, 2020 NEW YORK—(BUSINESS WIRE)—Kingswood Acquisition Corp. (NYSE: KWAC.U) (“KWAC” or the “Company”) announced today the closing of its initial public offering (“IPO”) of 11,500,000 units, including 1,500,000 units issued to the underwriters upon the full exercise of their over-allotment o |
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| November 25, 2020 |
Exhibit 10.5 KINGSWOOD ACQUISITION CORP. 17 Battery Place, Room 625 New York, NY 10004 November 19, 2020 Kingswood Global Sponsor LLC 17 Battery Place, Room 625 New York, NY 10004 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Kingswood Acquisition Corp. (the “Company”) and Kingswood Global Sponsor LLC (the “Sponsor”), dated as o |
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| November 25, 2020 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 19, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), Kingswood Global Sponsor LLC, a Delaware limited liabili |
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| November 25, 2020 |
Exhibit 1.1 KINGSWOOD ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York November 19, 2020 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Kingswood Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (the “Representative”) |
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| November 25, 2020 |
Exhibit 3.1 Second Amended AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD Acquisition Corp. November 12, 2020 Kingswood Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Kingswood Acquisition Corp.” The original certificate of incorporation, under the name “ |
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| November 25, 2020 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 19, 2020, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), Kingswood Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” ( |
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| November 25, 2020 |
EX-4.1 4 tm2037026d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 19, 2020, is by and between Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Tr |
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| November 25, 2020 |
EX-10.1 5 tm2037026d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 November 19, 2020 Kingswood Acquisition Corp. 17 Battery Place, Room 625 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Kingswood Acquisition Corp., a De |
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| November 23, 2020 |
Kingswood Acquisition Corp. 10,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-249437 PROSPECTUS Kingswood Acquisition Corp. $100,000,000 10,000,000 Units Kingswood Acquisition Corp. is a newly incorporated blank check company incorporated as a Delaware corporation and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar busine |
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| November 18, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 85-2432410 (I.R.S. Employer Identification |
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| November 18, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2020, is by and between Kingswood Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in |
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| November 18, 2020 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2020, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the ?Company?), Kingswood Global Sponsor LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature page hereto under ?Holders? (each suc |
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| November 18, 2020 |
Kingswood Acquisition Corp. 17 Battery Place, Room 625 New York, NY 10004 November 18, 2020 VIA EDGAR Karina Dorin U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kingswood Acquisition Corp. Registration Statement on Form S-1 Filed October 13, 2020, as amended File No. 333-249437 Dear Ms. Dorin: Pursuant to Rule 461 of the rules |
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| November 18, 2020 |
As filed with the U.S. Securities and Exchange Commission on November 18, 2020. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 18, 2020. Registration No. 333-249437? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-l REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kingswood Acquisition Corp. (Exact name of registrant as specified in its charter) ? Delaware (State or other jur |
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| November 18, 2020 |
Form of Underwriting Agreement. Exhibit 1.1 KINGSWOOD ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [?], 2020 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Kingswood Acquisition Corp., a Delaware corporation (the ?Company?), hereby confirms its agreement with Oppenheimer & Co. Inc. (the ?Representative?), as rep |
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| November 18, 2020 |
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2020 by and between Kingswood Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-249437 (t |
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| November 18, 2020 |
November 18, 2020 VIA EDGAR Karina Dorin U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kingswood Acquisition Corp. Registration Statement on Form S-1 Filed October 13, 2020, as amended File No. 333-249437 Dear Ms. Dorin: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission un |
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| November 18, 2020 |
Form of Letter Agreement among the Registrant, Kingswood Global Sponsor LLC and each of Exhibit 10.1 [?], 2020 Kingswood Acquisition Corp. 17 Battery Place, Room 625 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the ?Company?), and Oppenheimer & |
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| November 18, 2020 |
EX-10.4 8 tm2028855d14ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), Kingswood Global S |
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| November 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KINGSWOOD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 85-2432410 (I.R.S. Employer Identification No.) 17 Battery Pla |
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| November 12, 2020 |
November 12, 2020 VIA EDGAR Karina Dorin U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kingswood Acquisition Corp. Registration Statement on Form S-1 Filed October 13, 2020, as amended File No. 333-249437 Dear Ms. Dorin: On November 10, 2020, the undersigned requested acceleration of the effective date and time of the above-re |
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| November 12, 2020 |
Kingswood Acquisition Corp. 17 Battery Place, Room 625 New York, NY 10004 November 12, 2020 VIA EDGAR Karina Dorin U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kingswood Acquisition Corp. Registration Statement on Form S-1 Filed October 13, 2020, as amended File No. 333-249437 Dear Ms. Dorin: Reference is made to our letter, |
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| November 10, 2020 |
As filed with the U.S. Securities and Exchange Commission on November 10, 2020. Registration No. 333-249437 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-l REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kingswood Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6199 85-2432410 (State or other jurisdiction |
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| November 10, 2020 |
November 10, 2020 VIA EDGAR Karina Dorin U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kingswood Acquisition Corp. Registration Statement on Form S-1 Filed October 13, 2020, as amended File No. 333-249437 Dear Ms. Dorin: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission un |
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| November 10, 2020 |
Kingswood Acquisition Corp. 17 Battery Place, Room 625 New York, NY 10004 November 10, 2020 VIA EDGAR Karina Dorin U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kingswood Acquisition Corp. Registration Statement on Form S-1 Filed October 13, 2020, as amended File No. 333-249437 Dear Ms. Dorin: Pursuant to Rule 461 of the rules |
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| November 5, 2020 |
EX-10.4 10 tm2028855d8ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), Kingswood Global S |
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| November 5, 2020 |
Form of Promissory Note issued to Kingswood Sponsor LLC. Exhibit 10.8 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| November 5, 2020 |
Amended and Restated Certificate of Incorporation. Exhibit 3.1 Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “KINGSWOOD GLOBAL HOLDINGS INC.”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF AUGUST, A. D. 2020, AT 3 : 51 O'CLOCK P.M. /s/ Jeffrey W. Bullock 3319556 8100 SR# 20206784931 Jeffrey W. Bullock, Sec |
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| November 5, 2020 |
Christopher M. Zochowski Partner (202) 282-5780 [email protected] November 5, 2020 VIA EDGAR Karina Dorin Laura Nicholson Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kingswood Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed October 23, 2020 File No |
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| November 5, 2020 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), Kingswood Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each suc |
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| November 5, 2020 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 5, 2020. Registration No. 333-249437 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-l REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kingswood Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdictio |
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| November 5, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in |
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| November 5, 2020 |
Form of Letter Agreement among the Registrant, Kingswood Global Sponsor LLC and each of Exhibit 10.1 [●], 2020 Kingswood Acquisition Corp. 17 Battery Place, Room 625 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and Oppenheimer & |
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| November 5, 2020 |
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust EX-10.2 8 tm2028855d8ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration |
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| November 5, 2020 |
Form of Second Amended and Restated Certificate of Incorporation. Exhibit 3.2 Second Amended AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD Acquisition Corp. [], 2020 Kingswood Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Kingswood Acquisition Corp.” The original certificate of incorporation was filed with the Secreta |
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| November 5, 2020 |
Form of Underwriting Agreement. Exhibit 1.1 KINGSWOOD ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [●], 2020 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Kingswood Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (the “Representative”), as rep |
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| October 23, 2020 |
Form of Underwriting Agreement. Exhibit 1.1 KINGSWOOD ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [●], 2020 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Kingswood Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (the “Representative”), as rep |
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| October 23, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in |
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| October 23, 2020 |
Christopher M. Zochowski Partner (202) 282-5780 [email protected] October 23, 2020 VIA EDGAR Karina Dorin Laura Nicholson Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kingswood Acquisition Corp. Registration Statement on Form S-1 Filed October 13, 2020 File No. 333-249437 Dear M |
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| October 23, 2020 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 23, 2020. Registration No. 333-249437 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-l REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kingswood Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdictio |
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| October 23, 2020 |
Form of Administrative Services Agreement between the Registrant and Kingswood Global Sponsor LLC. Exhibit 10.7 KINGSWOOD ACQUISITION CORP. 17 Battery Place, Room 625 New York, NY 10004 [●], 2020 Kingswood Global Sponsor LLC 17 Battery Place, Room 625 New York, NY 10004 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Kingswood Acquisition Corp. (the “Company”) and Kingswood Global Sponsor LLC (the “Sponsor”), dated as of the da |
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| October 23, 2020 |
Exhibit 3.2 BYLAWS OF KINGSWOOD GLOBAL HOLDINGS INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in D |
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| October 23, 2020 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-249437 (t |
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| October 23, 2020 |
Form of Audit Committee Charter. Exhibit 99.1 KINGSWOOD ACQUISITION CORP. AUDIT COMMITTEE CHARTER Effective [], 2020 I. Purposes The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Kingswood Acquisition Corp. (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and regulatory require |
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| October 23, 2020 |
Form of Compensation Committee Charter. Exhibit 99.2 KINGSWOOD ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER Effective [], 2020 I. Purposes The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Kingswood Acquisition Corp. (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and approving the compensat |
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| October 23, 2020 |
Amended and Restated Certification of Incorporation. Exhibit 3.1 Second Amended AND RESTATED CERTIFICATE OF INCORPORATION OF KINGSWOOD Acquisition Corp. [], 2020 Kingswood Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Kingswood Acquisition Corp.” The original certificate of incorporation was filed with the Secreta |
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| October 23, 2020 |
EX-4.2 6 tm2028855d5ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP KINGSWOOD ACQUISITION CORP. CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of Kingswood Acquisition Corp., a Delaware corporation (the “Company”), transferable on th |
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| October 23, 2020 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), Kingswood Global Sponsor LLC, a Delaware limited liability compa |
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| October 23, 2020 |
Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP KINGSWOOD ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND THREE-FOURTHS OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of Class A common stock, par valu |
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| October 23, 2020 |
Form of Nominating and Corporate Governance Committee Charter. EX-99.3 21 tm2028855d5ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 KINGSWOOD ACQUISITION CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective [], 2020 I. Introduction The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Kingswood Acquisition Corp. (the “Company”) to: (i) identify and screen individuals qualified to ser |
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| October 23, 2020 |
Exhibit 14 KINGSWOOD ACQUISITION CORP. CODE OF BUSINESS CONDUCT AND ETHICS Effective [], 2020 I. Introduction The Board of Directors (the “Board”) of Kingswood Acquisition Corp. has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees |
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| October 23, 2020 |
Securities Subscription Agreement between the Registrant and Kingswood Global Sponsor LLC. Exhibit 10.6 SUBSCRIPTION AGREEMENT This Subscription Agreement, dated as of August 17, 2020 (this “Agreement”), is being made and entered into by and between KINGSWOOD GLOBAL HOLDINGS INC., a Delaware corporation (the “Corporation”), and KINGSWOOD GLOBAL SPONSOR LLC (the “Subscriber”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Amended |
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| October 23, 2020 |
Exhibit 10.1 [●], 2020 Kingswood Acquisition Corp. 17 Battery Place, Room 625 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and Oppenheimer & |
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| October 23, 2020 |
Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW KINGSWOOD aCQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered ho |
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| October 23, 2020 |
EX-10.5 14 tm2028855d5ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacit |
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| October 23, 2020 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), Kingswood Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each suc |
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| October 13, 2020 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 13, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-l REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kingswood Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of organization) 6 |
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| October 9, 2020 |
Christopher M. Zochowski Partner (202) 282-5780 [email protected] October 13, 2020 VIA EDGAR Karina Dorin Laura Nicholson Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kingswood Acquisition Corp. Draft Registration Statement on Form S-1 Submitted August 31, 2020 CIK No. 000182308 |
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| August 31, 2020 |
TABLE OF CONTENTS This is a confidential draft submission to the U.S. Securities and Exchange Commission on August 31, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-l REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kingswood Global Holdings Inc. (Exact name |
