Item 1.01. Entry into a Material Definitive Agreement
Amendment to Merger Agreement
As previously announced, on
On
· amend and restate the definition of "Transaction Expenses Shortfall" in the
Merger Agreement to an amount equal to (x) the Outstanding Transaction Expenses (as defined in the Merger Agreement) minus (y) the Available Closing Date Cash (as defined in the Merger Agreement;
· amend and restate the condition precedent in Section 8.03(k) to require that
Available Closing Date Cash be sufficient to cover an amount equal to the sum of$3,500,000 and the Outstanding Transaction Expenses; and
· amend and restate the termination rights in Section 9.01(c)(B) to allow for the
termination of the Merger Agreement if the Available Closing Date Cash is insufficient to cover the sum of$3,500,000 and the Outstanding Transaction Expenses.
Other than as expressly modified by the Amendment and that certain side letter
agreement to the Merger Agreement, dated as of
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
About
Kingswood is a blank check company incorporated under the laws of the
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between
Kingswood, Holdings, Kingswood Merger Sub, Wentworth Merger Sub and Wentworth.
In connection with the transaction described herein, Kingswood and Wentworth
intend to cause Holdings, to file relevant materials with the
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the
Participants in the Solicitation
Kingswood, Holdings, Kingswood Merger Sub, Wentworth Merger Sub, Wentworth and
their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Kingswood's stockholders in
connection with the proposed transaction. Information about the Kingswood's
directors and executive officers and their ownership of the Company's securities
is set forth in the Kingswood's filings with the
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 potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Kingswood, Holdings, Kingswood Merger Sub, Wentworth Merger Sub or Wentworth, 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 the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 10.1 First Amendment to Agreement and Plan of Merger, dated as ofMarch 20, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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