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.
Item 8.01 Other Events
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:
Exhibit
No. Description of Exhibits
99.1 Press Release, dated November 14, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
© Edgar Online, source Glimpses