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) |
(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)
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 |
|
|
|
|
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)) |
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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 23, 2022, Kingswood
Acquisition Corp. (“we”, “us”,
“our”, or the “Company”)
filed a second amendment to the second amended and restated certificate of incorporation of the Company with the Secretary of the State
of Delaware (the “Amendment”). The material terms of the Amendment are fully
described in the Company’s definitive proxy statement filed with the Commission on Schedule 14A on October 25, 2022, and which such
terms are hereby incorporated by reference. The foregoing description of the Amendment is not intended to be complete and is qualified
in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated
herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On November 23, 2022, the
Company convened its special meeting in lieu of an annual meeting of stockholders (the “Special Meeting”) virtually,
solely with respect to the voting on the proposal to extend the date by which the Company must complete its initial business combination
(“Business Combination”) from November 24, 2022 to May 24, 2023 (the “Extension Amendment Proposal”).
A total of 4,067,398 shares of the Company’s Class A common stock and Class B common stock, or 95.49% of the Company’s outstanding
stock as of November 23, 2022, the record date for the Special Meeting, were represented virtually or by proxy at the Special Meeting.
The following is a brief description
of the final voting results for each of the proposals submitted to a vote of the stockholders at the Special Meeting on November 23, 2022.
Extension Amendment Proposal
To consider and vote upon
the Extension Amendment Proposal to amend for the second time the Company’s second amended and restated certificate of incorporation
to extend the date by which the Company has to consummate a business combination (the “Extension”) from November 24,
2022 to May 24, 2023; a copy of the proposed second amendment to the Company’s second amended and restated certificate of incorporation
to effectuate the Extension is attached to the Proxy statement as Annex A.
The Extension Amendment Proposal
was approved. The voting results of the shares of the Common Stock were as follows:
| For |
|
Against |
|
Abstentions |
| 4,067,378 |
|
20 |
|
0 |
The Adjournment Proposal
To consider and vote upon
a proposal to adjourn the Special Meeting to a later date or dates, if necessary (i) to ensure that any supplement or amendment to the
accompanying proxy statement that the Board has determined in good faith is required by applicable law to be disclosed to the Company
stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders prior to the Special Meeting, (ii)
if, as of the time for which the Special Meeting is originally scheduled, there are insufficient shares of Common Stock represented (either
in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (iii) to permit further solicitation
and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
The Adjournment Proposal was
not acted upon at the Special Meeting.
Business Combination Extension
On October 3, 2022, Company
notified Continental Stock Transfer & Trust Company that it was exercising its option to extend the time available to consummate a
Business Combination by an additional 6 months, thereby extending the de-SPAC deadline from November 24, 2022 to May 24, 2023. Furthermore,
in accordance with the Investment Management Trust Agreement between Company and Continental Stock Transfer & Trust Company, dated
November 19, 2020, Company authorized the trustees to deposit $69,218.35 into the trust account on or about November 28, 2022.
Disclaimer
This Current Report on Form 8-K is for informational
purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the
solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance
or transfer or securities in any jurisdiction in contravention of applicable law. 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.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY OTHER REGULATORY AUTHORITY
NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Additional Information About the Transactions
In connection with the Special Meeting, Company
has filed with the SEC and sent to its stockholders a definitive proxy statement. COMPANY’S STOCKHOLDERS AND OTHER INTERESTED PERSONS
ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS THERETO, IN CONNECTION WITH COMPANY’S SOLICITATION
OF PROXIES FOR THE SPECIAL MEETING TO APPROVE THE EXTENSION AMENDMENT PROPOSAL AND THE OTHER PROPOSALS SET FORTH THEREIN, BECAUSE IT CONTAINS
IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING. The definitive proxy statement has been mailed to Company’s stockholders as of
the record date for the Special Meeting. Company’s stockholders can also obtain copies of the definitive proxy statement, and all
other relevant documents filed or that will be filed with the SEC in connection with the Special Meeting, without charge, at the SEC’s
website at http://www.sec.gov or by directing a request to: Kingswood Acquisition Corp., Michael Nessim, Chief Executive Officer, 17 Battery
Place, Room 625, New York, NY 10004; Tel: (212) 404-7002; mnessim@kingswoodus.com.
Participants in the Solicitation
Company and certain of their respective directors,
executive officers and other members of management and employees may be deemed participants in the solicitation of proxies of Company’s
stockholders in connection with the Special Meeting. COMPANY’S STOCKHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE,
MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF COMPANY IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2021, WHICH WAS FILED WITH THE SEC ON MARCH 31, 2022. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED
PARTICIPANTS IN THE SOLICITATION OF PROXIES TO COMPANY’S STOCKHOLDERS IN CONNECTION WITH THE SPECIAL MEETING SET FORTH IN THE DEFINITIVE
PROXY STATEMENT THAT COMPANY HAS FILED FOR THE SPECIAL MEETING AND OTHER MATTERS TO BE VOTED AT THE PROPOSED TRANSACTION SPECIAL MEETING
WILL BE SET FORTH IN THE REGISTRATION STATEMENT FOR THE PROPOSED TRANSACTION WHEN AVAILABLE. Additional information regarding the interests
of participants in the solicitation of proxies in connection with the Special Meeting is included in the definitive proxy statement that
Company has filed with the SEC for the Special Meeting.
Forward Looking Statements
The disclosure herein includes certain statements
that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections,
estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations,
Company’s ability to enter into a definitive business combination agreement and Company’s ability to obtain the financing
necessary to consummate the potential business combination transaction. These statements are based on various assumptions and on the current
expectations of Company’s management and are not predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of Company. These forward- looking statements
are subject to a number of risks and uncertainties, including: Company’s ability to enter into a definitive agreement with respect
to the proposed business combination or consummate a transaction; the risk that the approval of the shareholders of Company for the potential
transaction is not obtained; failure to realize the anticipated benefits of the potential transaction, including as a result of a delay
in consummating the potential transaction or difficulty in integrating the businesses of Company; the amount of redemption requests made
by Company’s shareholders and the amount of funds remaining in Company’s trust account after satisfaction of such requests;
those factors discussed in Company’s amended Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading
“Risk Factors,” and other documents of Company filed, or to be filed, with the SEC. If the risks materialize or assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that Company presently does not know or that Company currently believes are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In addition, forward-looking statements reflect Company’s expectations,
plans or forecasts of future events and views as of the date hereof. Company anticipates that subsequent events and developments will
cause Company’s assessments to change. However, while Company may elect to update these forward-looking statements at some point
in the future, Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing
Company’s assessments as of any date subsequent to the date of this disclosure statement. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
| Item 9.01 |
Financial Statements and 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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By: |
/s/ Michael Nessim |
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Name: Michael Nessim |
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Title: Chief Executive Officer |
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| Dated: November 23, 2022 |
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