Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed on July 7, 2022, Kingswood Acquisition Corp. a Delaware
corporation ("we", "us", "our", or the "Company"), Binah Capital Group, Inc., a
Delaware corporation and wholly-owned subsidiary of Kingswood ("Holdings"),
Kingswood Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary
of Holdings ("Kingswood Merger Sub"), Wentworth Merger Sub, LLC, a Delaware
limited liability company and a wholly-owned subsidiary of Holdings ("Wentworth
Merger Sub"), and Wentworth Management Services LLC, a Delaware limited
liability company ("Wentworth"), entered into an agreement and plan of merger
(the "Merger Agreement").
All capitalized terms used but not otherwise defined in this Current Report on
Form 8-K have the meanings given to them in the Merger Agreement.
Letter Agreement to Merger Agreement
On December 30, 2022, the Company, Holdings, and Wentworth entered into that
certain side letter agreement to the Merger Agreement (the "Letter Agreement").
The Letter Agreement revises the Merger Agreement to extend the Termination Date
of the Merger Agreement from December 30, 2022 to June 30, 2023.
A copy of the Letter Agreement is attached to this Form 8-K as Exhibit 10.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective December 31, 2022 (the "Effective Date"), Jonathan Massing ("Mr.
Massing") resigned as a member of the audit committee (the "Audit Committee") of
the Company. Mr. Massing had served as a member of the Audit Committee and as
chair of the Audit Committee since the initial public offering of the Company in
November 2020. Mr. Massing will remain a member of the board of directors (the
"Board") of the Company. Following Mr. Massing's resignation on the Effective
Date, Caroline O'Connell a current member of Board was appointed as a member of
the Audit Committee.
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
This Current Report on Form 8-K relates to a proposed transaction between the
Company, Holdings, and Wentworth. This Current Report on Form 8-K does not
constitute an offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. In connection with the transaction described herein, the Company
and Wentworth intend to cause Holdings, to file relevant materials with the SEC,
including a proxy statement/prospectus. The proxy statement/prospectus will be
sent to all the Company stockholders. The Company and Holdings will also file
other documents regarding the proposed transaction with the SEC. Before making
any voting or investment decision, investors and security holders of the Company
are urged to read the S-4 Registration Statement, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC in
connection with the proposed transaction as they become available because they
will contain important information about the proposed transaction.
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 SEC by the Company through the website maintained by the SEC at
www.sec.gov or by directing a request to the Company at Michael Nessim, Chief
Executive Officer, Kingswood Acquisition Corp., Email: mnessim@kingswoodus.com,
(212) 404-7002.
Participants in the Solicitation
The Company, Holdings, and Wentworth, and their respective directors and
executive officers, may be deemed to be participants in the solicitation of
proxies from the Company's stockholders in connection with the proposed
transaction. Information about the Company's directors and executive officers
and their ownership of the Company's securities is set forth in the Company's
filings with the SEC. Additional information regarding the interests of those
persons and other persons who may be deemed participants in the proposed
transaction may be obtained by reading the proxy statement/prospectus regarding
the proposed transaction when it becomes available. You may obtain free copies
of these documents as described in the preceding paragraph.
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 Company, Holdings 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description of Exhibits
10.1 Side Letter to the Merger Agreement, dated December 30, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
© Edgar Online, source Glimpses
BINAH CAPITAL GROUP, INC. 
