Additional Proxy Soliciting Materials (definitive) (defa14a)
15 November 2022 - 8:55AM
Edgar (US Regulatory)
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 Statement |
x |
Definitive Additional Materials |
¨ |
Soliciting Material Pursuant to Section 240.14a-12 |
KINGSWOOD ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
¨ |
Fee paid previously with preliminary materials |
¨ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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 |
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001-39700 |
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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:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading
Symbol(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”) has instructed the
Transfer Agent to, on or prior to the 24-month anniversary of the effective date of the Company’s initial public offering (“IPO”)
registration statement, liquidate the U.S. government treasury obligations or money market funds held in the Company trust account (the
“Trust Account”) and thereafter to hold all funds in the Trust Account in cash in an interest-bearing demand deposit
account until the earlier of consummation of our initial business combination or liquidation.
On November 14, 2022, the Company issued
a press release announcing that the special meeting originally scheduled for November 15, 2022 (the “Special Meeting”)
is being adjourned to November 18, 2022. At the Special Meeting, Company’s stockholders will be asked for approval to further
amend the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) to extend
the period of time for completing an initial business combination until May 24, 2023. The Extension Amendment would effectively
provide for additional six months to complete an initial business combination.
As a result of this change, the Special Meeting
will now be held at 10:00 a.m., Eastern Time, on November 18, 2022, exclusively via live webcast at the following address: https://www.cstproxy.com/kingswoodacquisition/ext2022.
Also as a result of this change, the date and time by which stockholders seeking to exercise redemption rights must tender their public
shares physically or electronically and submit a request in writing that the Company redeem their public shares for cash to the Company’s
transfer agent, Continental Stock Transfer & Trust Company (the “Transfer Agent”), is being extended to 5:00
p.m., Eastern Time, on November 16, 2022.
The information included in Item 7.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 8.1 of this Current Report on Form 8-K.
About Kingswood Acquisition Corp.
We are 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 we refer to throughout
this proxy statement as our initial business combination. While we may pursue our initial business combination target in any stage of
its corporate evolution or in any industry or sector, we are focusing our search on companies with favorable growth prospects and attractive
returns on invested capital.
Additional Information and Where to Find It
The definitive proxy statement has been mailed
to the Company’s stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY. Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Company
with the SEC may be obtained free of charge by contacting Company at Michael Nessim, Chief Executive Officer, Kingswood Acquisition Corp.,
Email: mnessim@kingswoodus.com, (212) 404-7002.
Participants in the Solicitation
Company and its sponsor, officers and directors
may be deemed to be participants in the solicitation of proxies from Company stockholders. Information about Company’s sponsor,
officers and directors and their ownership of Company common shares is set forth in the proxy statement for Company’s Special Meeting
of Stockholders, which was filed with the SEC on October 25, 2022, and in Company’s Annual Report on Form 10-K for the
year ended December 31, 2021, which was filed with the SEC on March 31, 2022. Investors and security holders may obtain more
detailed information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with
the transaction by reading the preliminary and definitive proxy statements regarding the transaction, which will be filed by Company with
the SEC.
Non-Solicitation
This Current Report on Form 8-K is not a
proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Extension
Amendment shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, nor shall there be
any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is filed herewith:
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.
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Kingswood Acquisition Corp. |
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|
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Dated: November 14, 2022 |
By: |
/s/ Michael Nessim |
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Name: |
Michael Nessim |
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Title: |
Chief Executive Officer |
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