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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) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
17 Battery Place, Room 625
New York, New York 10004
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 404-7002
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
Title of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange
on Which Registered |
None |
|
|
|
|
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 |
Regulation FD Disclosure |
Kingswood Acquisition Corp. a Delaware corporation
(“we”, “us”, “our”, or the “Company”) today issued a press
release making certain announcements regarding two upcoming special meetings of its stockholders.
The information in this Item 7.01, including
Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to
be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”)
or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed
an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
About the Company
The Company is a blank check company incorporated
under the laws of the State of Delaware on July 27, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or similar business combination with one or more businesses, which is referred to herein
as an initial business combination. While the Company may pursue an initial business combination target in any stage of its corporate
evolution or in any industry or sector, the Company is focusing its search on companies with favorable growth prospects and attractive
returns on invested capital.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements herein may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements can
be identified by the use of words such as “believes,” “expects,” “intends,” “plans,”
“estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or
other similar expressions. Forward-looking statements are statements that are not historical facts, and are subject to risks and uncertainties,
which could cause actual results to differ from the forward-looking statements. Factors that may cause such differences include, without
limitation, the Company’s ability to accurately calculate the amount of taxes owed that can be withdrawn from interest earned in
the trust account, the amount of funds that may be available in the Company’s trust account following redemptions, permitted withdrawals,
and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (“Commission”),
including the definitive proxy statement relating the special meeting of the Company’s stockholders to vote upon an extension of
the date by which the Company must effectuate an initial business combination or redeem all of its Class A common stock included as part
of the units sold in the Company’s initial public offering from February 24, 2024 to March 15, 2024 (the “Extension Meeting”),
the definitive proxy statement relating the special meeting of the Company’s stockholders to vote upon the Company’s initial
business combination and related matters (the “Business Combination Meeting”) and the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2022, in each case under the heading “Risk Factors,” and other documents the
Company has filed, or will file, with the Commission.
Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its sponsor, officers and directors
may be deemed to be participants in the solicitation of proxies from the Company’s stockholders for purposes of both the Extension
Meeting and the Business Combination Meeting. Information about the Company’s sponsor, officers and directors and their ownership
of the Company’s common stock and their direct and indirect interests are described in the definitive proxy statements relating
to the Extension Meeting and Business Combination Meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022.
Additional Information and Where To Find It
On February 12, 2024, the Company filed a definitive
proxy statement on Schedule 14A with the Commission in connection with the solicitation of proxies by the Company’s board of directors
for the Extension Meeting. On February 14, 2024, the Company filed a definitive proxy statement on Schedule 14A with the Commission in
connection with the solicitation of proxies by the Company’s board of directors for the Business Combination Meeting. The Company
urges investors, stockholders and other interested persons to read the proxy statements as well as other documents filed by the Company
with the Commission, as these documents may contain important information about the Company and the proposals to be considered and voted
upon at the Extension Meeting and Business Combination Meeting. Stockholders may obtain copies of the proxy statements and other documents
filed with the Commission, without charge, at the Commission’s website at www.sec.gov or by directing a request
to the Company at 17 Battery Place, Room 625, New York, New York 10004 or by telephone at (212) 404-7002, or to the Company’s
proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, KWAC.info@investor.morrowsodali.com.
Item 9.01 |
Financial Statements and
Exhibits. |
(d) Exhibits:
Exhibit
No. |
|
Description
of Exhibits |
99.1 |
|
Press Release |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Kingswood Acquisition Corp. |
|
|
|
Dated: February 20,
2024 |
By: |
/s/
Michael Nessim |
|
Name: |
Michael Nessim |
|
Title: |
Chief Executive Officer |
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 vote upon an extension of the date by which the Company must effectuate an initial business combination
or redeem all of its Class A common stock included as part of the units sold in the Company’s initial public offering from February
24, 2024 to March 15, 2024 (the “Extension Meeting”) will be held on February 22, 2024 at 10:00 a.m., Eastern Time, as originally
scheduled.
Stockholders wishing to exercise their redemption
rights with respect to their public shares in connection with the Extension Meeting must submit a redemption demand and deliver public
shares to be redeemed to the Company’s transfer agent prior to 5:00 p.m., New York time, on February 20, 2024 (two days prior to
the Extension Meeting). If the extension is approved and implemented, stockholders who do not elect to redeem their public shares in connection
with the Extension Meeting will retain their right to vote on an initial business combination and the right to redeem their public shares
for cash (including their pro rata share of additional amounts deposited into the trust account) in the event an initial business combination
is approved and completed or the Company does not consummate an initial business combination by March 15, 2024.
Business Combination Meeting
Separately, 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
(the “Business Combination Meeting”), which was originally scheduled for Thursday, February 22, 2024, at 12:00 p.m., Eastern
Time, is being postponed to Wednesday, March 6, 2024, at 11:00 a.m., Eastern Time.
As a result of such postponement, the Company
has extended the deadline for the delivery of redemption demands in connection with the Business Combination Meeting from February 20,
2024 to 5:00 p.m., New York time, on March 4, 2024 (two business days prior to the new Business Combination Meeting date).
The Business Combination Meeting will still be
held via live webcast at www.cstproxy.com/kingswoodacquisition/2024 and there has been no change to the record date for, the purpose of
or any of the proposals to be acted upon at the Business Combination Meeting.
Stockholders who have questions or need assistance
in connection with the either the Extension Meeting or Business Combination Meeting should contact the Company’s proxy solicitor,
Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, KWAC.info@investor.morrowsodali.com.
About the Company
The Company is a blank check company incorporated
under the laws of the State of Delaware on July 27, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or similar business combination with one or more businesses, which is referred to herein as
an initial business combination. While the Company may pursue an initial business combination target in any stage of its corporate evolution
or in any industry or sector, the Company is focusing its search on companies with favorable growth prospects and attractive returns on
invested capital.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements herein may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements can
be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions.
Forward-looking statements are statements that are not historical facts, and are subject to risks and uncertainties, which could cause
actual results to differ from the forward-looking statements. Factors that may cause such differences include, without limitation, the
Company’s ability to accurately calculate the amount of taxes owed that can be withdrawn from interest earned in the trust account,
the amount of funds that may be available in the Company’s trust account following redemptions, permitted withdrawals, and other
risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (“Commission”),
including the definitive proxy statements relating to the Extension Meeting and Business Combination Meeting and the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022, in each case under the heading “Risk Factors,” and other
documents the Company has filed, or will file, with the Commission.
Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its sponsor, officers and directors
may be deemed to be participants in the solicitation of proxies from the Company’s stockholders for purposes of both the Extension
Meeting and the Business Combination Meeting. Information about the Company’s sponsor, officers and directors and their ownership
of the Company’s common stock and their direct and indirect interests are described in the definitive proxy statements relating
to the Extension Meeting and Business Combination Meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022.
Additional Information and Where To Find It
On February 12, 2024, the Company filed a definitive
proxy statement on Schedule 14A with the Commission in connection with the solicitation of proxies by the Company’s board of directors
for the Extension Meeting. On February 14, 2024, the Company filed a definitive proxy statement on Schedule 14A with the Commission in
connection with the solicitation of proxies by the Company’s board of directors for the Business Combination Meeting. The Company
urges investors, stockholders and other interested persons to read the proxy statements as well as other documents filed by the Company
with the Commission, as these documents may contain important information about the Company and the proposals to be considered and voted
upon at the Extension Meeting and Business Combination Meeting. Stockholders may obtain copies of the proxy statements and other documents
filed with the Commission, without charge, at the Commission’s website at www.sec.gov or by directing a request
to the Company at 17 Battery Place, Room 625, New York, New York 10004 or by telephone at (212) 404-7002, or to the Company’s
proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, KWAC.info@investor.morrowsodali.com.
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