Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
On July 13, 2022, the New York Stock Exchange (the "NYSE") issued a press
release stating that it had determined that the Kingswood Acquisition Corp.
("KWAC") was not in compliance with Section 802.01B of the NYSE Listed Company
Manual (the "LCM") requiring a listed acquisition company to maintain an average
aggregate global market capitalization of at least $50,000,000 and average
aggregate global market capitalization attributable to its publicly-held shares
of at least $40,000,000, in each case over a consecutive 30 trading day period.
Additionally, the NYSE separately informed KWAC that, as a result of its failure
to maintain an average global market capitalization over a consecutive 30-day
trading period of at least $15,000,000 under Section 802.01B of the LCM, the
NYSE had determined to commence proceedings to delist from the NYSE KWAC's Class
A common stock, warrants to purchase Class A common stock, and units, each
consisting of one share of Class A common stock and three-fourths of one
redeemable warrant (collectively, "KWAC Securities").
Trading of the KWAC Securities was suspended effective as of approximately 4:00
p.m. Eastern Time on July 13, 2022. The NYSE will apply to the Securities and
Exchange Commission ("SEC") to delist the KWAC Securities upon completion of all
applicable procedures. KWAC does not intend to appeal the staff's determination
and, accordingly, KWAC expects that the KWAC Securities will be delisted.
On July 13, 2022, KWAC issued a press release announcing that it intends
transfer the listings for the KWAC Securities to the OTC Markets Group Inc.
("OTC Exchange"), where KWAC has applied to list. Following the transfer of
listing to the OTC Exchange, KWAC will continue to file the same types of
periodic reports and other information it currently files with the Securities
and Exchange Commission (the "SEC"). KWAC anticipates that the listings of the
KWAC Securities will be transferred and resume trading on the OTC Exchange on or
about July 14, 2022.
KWAC will file a Form 8-A with respect to the registration of KWAC's securities
on the OTC Exchange.
A copy of the press release is furnished hereto as Exhibit 99.1.
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.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release, dated July 13, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
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