Item 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto and incorporated
into this Item 7.01 by reference is the press release that KWAC issued on July 13, 2022.
The foregoing (including Exhibit 99.1) are being
furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange
Act.
Forward-Looking Statements
Certain statements in this Current Report on Form
8-K are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995. When used in this report, words such as “may”, “should”, “expect”,
“intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”,
“potential” or “continue”, or variations of these words or similar expressions (or the negative versions of such
words or expressions) are intended to identify forward-looking statements.
Additional Information about the Business Combination
and Where to Find It
In
connection with the business combination, Binah Capital Group, Inc. (“Holdings”) intends to file with the Securities and
Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a proxy statement for the stockholders
of KWAC that also constitutes a prospectus of Holdings. KWAC urges investors, stockholders, and other interested persons to read, when
available, the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain
important information about KWAC, Holdings, Wentworth Management Services LLC (“Wentworth”), and the business combination.
After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration
statement will be mailed to stockholders of KWAC as of a record date to be established for voting on the business combination. Stockholders
will also be able to obtain a copy of the proxy statement/prospectus, without charge by directing a request to: Kingswood Acquisition
Corp., 17 Battery Place, Room 625, New York, NY 10004. The preliminary and definitive proxy statement/prospectus to be included in the
registration statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
No Offer or Solicitation
This Current Report on Form 8-K is for informational
purposes only, and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act and otherwise in accordance with applicable law.
Participants in Solicitation
Kingswood, Holdings, Wentworth and their
respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the
business combination under the rules of the SEC. Information about the directors and executive officers of Kingswood is set forth in
Kingswood’s Prospectus relating to its initial public offering (the “IPO Prospectus”), which was filed with the
SEC on November 23, 2020. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of the stockholders in connection with the business combiation will be set forth in the proxy statement/prospectus when
it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
