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): ~~August~~September 1713, 2023

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))

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

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 51.0301. ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year.~~Agreement

On August 17, 2023, Kingswood Acquisition Corp. (“we”, “us”, “our”, or the “Company”) filed a fourth 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 August 4, 2023, and which such terms are hereby incorporated by reference. The foregoing description of the Amendment is not intended to beMerger ~~complete~~Agreement ~~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~~As 5previously announced, Kingswood Acquisition Corp.07, ~~Submission~~a ofDelaware ~~Matters~~corporation to(“Kingswood”), Binah Capital Group, Inc., a ~~Vote~~Delaware corporation (“Holdings”), Kingswood Merger Sub, Inc., a Delaware corporation (“Kingswood Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company (“Wentworth Merger Sub”), and Wentworth Management Services LLC, a Delaware limited liability company (“Wentworth”), entered into that certain Agreement and Plan of ~~Security~~Merger, ~~Holders~~dated July 7, 2022 (“Merger Agreement”), which was subsequently amended, modified and supplemented by that certain Letter Agreement, dated as of December 30, 2022 and that certain First Amendment to Merger Agreement, dated March 20, 2023 (the Merger Agreement, as so amended, modified and supplemented the “Existing Merger Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Merger Agreement, as further amended, modified, supplemented and/or restated by the Second Amendment (as defined below).

On ~~August~~ 17September 13, 2023, ~~the~~Kingswood, ~~Company~~Holdings, ~~convened~~Kingswood ~~its~~Merger ~~special~~Sub, ~~meeting of stockholders (the “Special~~Wentworth ~~Meeting”)~~Merger ~~virtually,~~Sub ~~solely~~and ~~with~~Wentworth ~~respect~~entered tointo the ~~voting~~Second onAmendment ~~(i) the proposal~~ to ~~extend~~Agreement ~~the date by which the Company must complete its initial business combination (“Business Combination”) from August 24, 2023 to November 24, 2023 (the “Extension Amendment Proposal”),~~ and ~~(ii)~~Plan ~~the holders~~ of ~~Class~~Merger ~~B common stock the right to convert~~ (the “~~Founder~~Second ~~Share~~ Amendment ~~Proposal~~”). Awhich ~~total~~further ofamends, 3modifies,~~311,525~~ ~~shares of the Company’s Class A common stock~~ and ~~Class~~supplements ~~B common stock, or approximately 95% of~~ the ~~Company’s~~Existing ~~outstanding~~Merger ~~stock~~Agreement ~~as of August 1~~to, ~~2023,~~among ~~the~~other ~~record date for the Special Meeting, were represented virtually or by proxy at the Special Meeting.~~things:

~~The following~~· isTo aadd ~~brief~~definitions ~~description~~for (x) “Additional Sponsor Loans” to mean an additional $250,000 to be loaned to Kingswood by Sponsor or an Affiliate of Sponsor between the ~~final~~date ~~voting~~of ~~results~~the ~~for~~Second ~~each~~Amendment ofand the ~~proposals~~Closing ~~submitted~~Date; and (y) “Additional Shares of Holdings Common Stock” to amean ~~vote~~1,100,000 shares of Holdings Common Stock to be issued to those certain holders of Continuing Company Units in the ~~stockholders~~amounts atdetermined by the ~~Special~~ ~~Meeting~~Company onand ~~August~~provided ~~17,~~to ~~2023.~~Kingswood and Holdings in writing prior to the filing of the final amendment to the Form S-4;

~~Extension Amendment~~· ~~Proposal~~To amend the definition of “Company Merger Consideration” to mean (i) 12,000,000 shares of Holdings Common Stock at the Per Share Price (excluding any amount of Holdings Warrants issued or issuable to Continuing Company Unit Holders), plus (ii) the Additional Shares of Holdings Common Stock;

· To ~~consider~~ ~~and~~delete ~~vote upon a proposal to amend~~ the ~~Company’s~~definitions ~~second amended and restated certificate~~ of ~~incorporation~~“Converted asCompany ~~amended~~Debt ~~(the “Charter~~Amount”) ~~pursuant~~and ~~to a fourth amendment to the Charter to extend the date (the~~ “~~Extension”)~~Minimum ~~by which the~~ Company ~~must~~ ~~(1)~~Share ~~effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (an “initial business combination~~Amount”), ~~(2)~~and ~~cease~~references ~~its operations except for the purpose of winding up if it fails~~ to ~~complete~~ such ~~initial~~terms ~~business combination and (3) redeem 100% of the Company’s Class A common stock included as part of the units sold~~ in the ~~Company’s~~Existing ~~initial~~Merger ~~public offering that was consummated on November 24, 2020, from August 24, 2023 to November 24, 2023 (the “Extension” and such date, the “Extended Date”).~~Agreement;

~~The Extension~~· ~~Amendment~~To ~~Proposal~~amend ~~was~~and ~~approved.~~restate ~~The~~Section ~~voting~~2.09(d)(i) ~~results~~to ofprovide for the ~~shares~~forfeiture by Kingswood Global Sponsor, LLC (“Sponsor”) of ~~the~~3,084,450 ~~Common~~SPAC ~~Stock~~Private ~~were~~Placement asWarrants ~~follows:~~immediately prior to the Effective Time;

For		Against		Abstentions
3,311,525		0		0

To amend Section 2.09(b) to provide for the escrow (or at Sponsor’s option, forfeiture) of 1,100,000 shares of Holdings Common Stock that would otherwise be issued to Sponsor in respect of its SPAC Common Stock at Closing and the release of such shares (or in the case of forfeiture, reissuance of an equal number of shares) to Sponsor if the VWAP of Holdings Common Stock exceeds $12.00 for 20 trading days within any 30-day trading period during the four-year period following Closing;

~~The~~· ~~Founder~~To ~~Share~~amend ~~Amendment~~Section ~~Proposal~~2.11(d) to provide that (i) the Additional Shares of Holdings Common Stock will not be subject to the Lock-Up Agreement (as defined in the Merger Agreement), and (ii) Craig Gould has the ability to release PPD Group, LCC and/or Wentworth Funding, LLC (or any of their ultimate beneficial owners who receive Holdings Common Stock) and the Holdings Common Stock owned by such holders from the obligations under the Lock-Up Agreement to the extent necessary to cause Holdings to satisfy the initial listing requirements of the National Exchange upon which the Holdings Common Stock has applied to be listed;

· To ~~consider~~amend ~~and~~Section ~~vote~~2.16 ~~upon~~to aprovide ~~proposal~~that toif ~~amend (~~the ~~“Founder~~ ~~Share~~Closing ~~Amendment”)~~does ~~the~~not ~~Charter,~~occur ~~pursuant~~then toSPAC ashall ~~fourth~~promptly ~~amendment~~reimburse tothe Company the ~~Charter,~~amount toof ~~provide~~such ~~for~~SPAC ~~the~~Extension ~~right~~Costs ofand ~~holders of~~if ~~Class~~Closing Bdoes ~~common,~~not occur due to ~~convert~~the ~~their~~SPAC’s ~~shares~~failure to satisfy any of ~~Class~~the Bconditions ~~common~~precedent ~~stock~~to ~~into~~Closing ~~shares~~that are reasonably with the control of ~~Class~~SPAC, ASPAC ~~common~~shall ~~stock~~reimburse onand apay ~~one-~~to~~-one~~ ~~basis~~the atCompany ~~any~~up ~~time and~~to ~~from~~$150,000 ~~time~~of tocosts ~~time~~and atother ~~the~~expenses ~~election~~actually ofreimbursed ~~the~~by ~~holder~~Wentworth (to the ~~“Founder~~prospective ~~Share~~purchaser ~~Amendment~~of ~~Proposal”).~~the Series A PIPE;

~~All~~· ~~Stockholders~~To further amend Section 2.16 to provide Wentworth with the option to cause the outstanding Sponsor Loans and Additional Sponsor Loans to be repaid by Holdings at the Closing either (A) through the issuance of shares of Holdings Common Stock of equal value, or (B) in immediately available funds, provided, however, that in case of clause (B) Sponsor will be required to surrender a number of shares of Holdings Common Stock of equal value otherwise issuable to it in connection with the Closing;

For		Against		Abstentions
3,207,525		104,000		0

To further amend Section 2.16 to require the Outstanding SPAC Expenses incurred by Kingswood in connection with any prior business combination not consummated by Kinsgswood (“Prior Expenses”) to be allocated to the holders of shares of SPAC Class B Common Stock (“Founders”) on a pro-rata basis, and be repaid by (A) such Founder in exchange for the issuance to such Founder a number of shares of Holdings Common Stock of equal value, or (B) Holdings in exchange for such Founder’s surrender of a number of shares of Holdings Common Stock of equal value;

~~Class~~· BTo ~~Stockholders~~further amend Section 2.16 to provide Wentworth the option (subject to the prior written consent of Kingswood) to pay any Outstanding Company Expenses owed to unrelated third parties prior to the Closing, in exchange for the issuance of number of additional shares of Holdings Common Stock of equal value;

For		Against		Abstentions
2,875,000		0		0

To amend and restate the covenants and agreements in Section 7.10 to (A) require each of Wentworth, Kingswood and Holdings to use their commercially reasonable best efforts to enter into and consummate subscription agreements with investors relating to a private placement of shares in Wentworth, Kingswood and/or Holdings, and/or the entry into backstop arrangements with potential investors, and (B) acknowledge and agree that the proposed issuance and sale by Holdings at Closing of up to 1,500,000 Series A Convertible Preferred Stock of Holdings on the terms set forth on the term sheet dated August 9, 2023 has been agreed upon by each of Wentworth, Kingswood and Holdings;

~~Adjournment Proposal~~· To amend and restate the closing condition in Section 8.03(h) to require the Sponsor Loans and Additional Sponsor Loans be paid in full prior to or substantially concurrently with the Closing;

· To ~~consider~~ amend and ~~vote~~restate ~~upon a proposal to adjourn~~ the ~~Special~~closing ~~Meeting~~condition toin aSection ~~later date or dates, if necessary~~ 8.03(ik) to ~~ensure~~require ~~that any supplement or amendment to~~ the ~~accompanying~~Available ~~proxy~~Closing ~~statement~~Date ~~that~~Cash ~~the~~not ~~Board has determined in good faith is required by applicable law to~~ be ~~disclosed to~~less ~~the~~than ~~Company stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders prior to the Special Meeting~~$14, ~~(ii) if~~000, 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.000;

~~The Adjournment~~· ~~Proposal~~To ~~was~~amend ~~not~~and ~~acted~~restate ~~upon~~the atclosing ~~the~~condition ~~Special~~in ~~Meeting~~Section 8.03(l) to require the Company Merger Consideration to be issued prior to or substantially concurrently with the Closing;

~~Item~~· ~~8.01~~To ~~Other~~amend ~~Events.~~the definition of “Termination Date” by replacing “June 30, 2023” with “November 24, 2023; and

~~On August~~· ~~17,~~To ~~2023,~~amend ~~Company~~and ~~notified~~restate ~~Continental~~the ~~Stock~~termination ~~Transfer~~rights &in ~~Trust~~Section ~~Company~~ 9.01(~~“CST”~~c) ~~that~~to itallow ~~was~~for ~~exercising~~the ~~its~~termination ~~option to~~of ~~extend~~ the ~~time~~Merger ~~available~~Agreement toif ~~consummate a Business Combination by an additional 3 months, thereby extending~~ the ~~de-SPAC~~conditions ~~deadline~~specified ~~from August~~in ~~24,~~Section ~~2023 to November 24, 2023~~8.03(k) ~~Furthermore, in accordance with the Investment Management Trust Agreement between Company~~ and ~~Continental Stock~~8.03(l) ~~Transfer~~are &not ~~Trust~~capable ~~Company,~~of ~~dated~~being ~~November~~satisfied ~~19,~~at ~~2020, Company authorized~~ the ~~trustees to deposit $69,218~~Closing.~~35 into the trust account on or about August 23, 2023.~~

~~On August~~Other ~~17,~~than ~~2023,~~as ~~Sponsor~~expressly ~~notified~~modified ~~CST~~by ~~that~~the itSecond ~~was electing to convert approximately 2~~Amendment,~~605,000~~ ~~shares~~the Existing ofMerger ~~Class~~Agreement Bremains ~~Common~~in ~~Stock~~full toforce ~~shares~~and ~~of Class A Common Stock on a one-for-one basis~~effect.

~~Disclaimer~~The foregoing descriptions of the Second Amendment and the Existing Merger Agreement do not purport to be complete and are qualified in their entirety by reference to (i) the full text of the Second Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference, (ii) the full text of Agreement and Plan of Merger, dated July 7, 2022, which was filed as Exhibit 2.1 to the Current Report on Form 8-K and filed by Kingswood with the Securities and Exchange Commission on July 7, 2022, (iii) the full text of that certain Letter Agreement, dated as of December 30, 2022, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Kingswood with the Securities and Exchange Commission on January 4, 2023, and (iv) the full text of that certain First Amendment to Merger Agreement, dated as of March 20, 2023, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Kingswood with the Securities and Exchange Commission on March 20, 2023.

~~This~~About ~~Current~~Kingswood ~~Report~~Acquisition 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 lawCorp. ~~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~~Kingswood INis ~~ANY~~a ~~SECURITIES~~blank check company incorporated ~~DESCRIBED~~under ~~HEREIN~~the ~~HAS~~laws ~~NOT~~of ~~BEEN~~the ~~APPROVED~~State ORof ~~DISAPPROVED~~Delaware BYon ~~THE~~July ~~SECURITIES~~27, ~~AND~~2020, ~~EXCHANGE~~for ~~COMMISSION~~the ~~(“SEC”)~~purpose ORof ~~ANY~~effecting ~~OTHER~~a ~~REGULATORY AUTHORITY~~merger, ~~NOR~~share ~~HAS~~exchange, ~~ANY~~asset ~~AUTHORITY~~acquisition, ~~PASSED~~stock purchase, ~~UPON~~recapitalization, ORreorganization, ~~ENDORSED~~or ~~THE~~similar ~~MERITS~~business OFcombination ~~THE~~with ~~PROPOSED~~one ~~TRANSACTIONS~~or ORmore ~~THE~~businesses, ~~ACCURACY~~which ORwe ~~ADEQUACY~~refer OFto ~~THE~~as ~~INFORMATION~~our initial ~~CONTAINED~~business ~~HEREIN~~combination. ~~ANY~~While ~~REPRESENTATION~~we TOmay ~~THE~~pursue ~~CONTRARY~~our ISinitial Abusiness ~~CRIMINAL~~combination ~~OFFENSE~~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 ~~About~~and ~~the~~Where ~~Transactions~~to Find It

InThis ~~connection~~Current ~~with~~Report ~~the Special~~on ~~Meeting,~~Form ~~Company~~8-K ~~has~~relates ~~filed~~to ~~with~~a ~~the~~proposed transaction ~~SEC~~between ~~and~~Kingswood, ~~sent~~Holdings, toKingswood ~~its~~Merger ~~stockholders~~Sub, aWentworth ~~definitive~~Merger ~~proxy~~Sub ~~statement~~and Wentworth. ~~COMPANY’S~~In ~~STOCKHOLDERS AND~~connection ~~OTHER~~with ~~INTERESTED~~the ~~PERSONS~~transaction described ~~ARE~~herein, ~~ADVISED~~Kingswood TOand ~~READ~~Wentworth ~~THE~~intend ~~DEFINITIVE~~to ~~PROXY~~cause ~~STATEMENT~~Holdings, ASto ~~WELL~~file ASrelevant ~~ANY~~materials ~~AMENDMENTS~~with ~~THERETO~~the SEC, INincluding ~~CONNECTION~~a ~~WITH~~proxy statement/prospectus. ~~COMPANY’S~~The ~~SOLICITATION~~proxy OFstatement/prospectus ~~PROXIES~~will ~~FOR~~be ~~THE~~sent ~~SPECIAL~~to ~~MEETING~~all TOKingswood ~~APPROVE~~stockholders. ~~THE~~Kingswood ~~EXTENSION~~and ~~AMENDMENT~~Holdings ~~PROPOSAL~~will ~~AND~~also ~~THE~~file ~~OTHER~~other ~~PROPOSALS~~documents ~~SET~~regarding ~~FORTH~~the ~~THEREIN,~~proposed ~~BECAUSE~~transaction ITwith ~~CONTAINS~~the ~~IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING~~SEC. ~~The~~Before ~~definitive~~making ~~proxy~~any ~~statement~~voting ~~has~~or ~~been~~investment ~~mailed~~decision, ~~to Company’s~~investors ~~stockholders~~and assecurity holders of ~~the~~Kingswood ~~record~~are urged ~~date~~to ~~for~~read the ~~Special~~S-4 ~~Meeting.~~Registration ~~Company’s~~Statement, ~~stockholders can also obtain copies of~~ the ~~definitive~~ proxy statement,/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the ~~Special~~proposed ~~Meeting, without~~transaction ~~charge,~~as atthey ~~the~~become ~~SEC’s~~available ~~website~~because atthey ~~http://www.sec.gov~~will orcontain byimportant ~~directing~~information ~~a request to: Kingswood Acquisition Corp., Michael Nessim,~~about ~~Chief~~the ~~Executive~~proposed ~~Officer, 17 Battery Place, Room 625, New York, NY 10004; Tel: (212) 404-7002; mnessim@kingswoodus~~transaction.~~com.~~

~~Participants~~Investors inand security holders will be able to obtain free copies of the ~~Solicitation~~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.

~~Company~~Participants ~~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, 2022, WHICH WAS FILED WITH THE SEC ON APRIL 17, 2023. 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.Solicitation

~~Forward~~Kingswood, ~~Looking~~Holdings, Kingswood Merger Sub, Wentworth ~~Statements~~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 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.

~~The disclosure herein includes certain statements that are not historical facts but are forward~~Non-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.Solicitation

~~Item~~This ~~9.01~~Current ~~Financial~~Report ~~Statements~~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 ~~Exhibits~~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.

~~(d)~~Item 9.01. Financial Statements and Exhibits.

The following exhibit is filed herewith:

Exhibit No.		Description

10.1		Second Amendment to Agreement and Plan of Merger, dated as of September 13, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit No.		Description of Exhibits
3.1		Fourth Amendment to Second Amended and Restated Certificate of Incorporation of the Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

~~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.

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.

	KINGSWOOD ACQUISITION CORP.

	By:	/s/ Michael Nessim
		Name: Michael Nessim
		Title: Chief Executive Officer

Dated: September 18, 2023

	KINGSWOOD ACQUISITION CORP.
Dated: August 17, 2023	By:	/s/ Michael Nessim
	Name:	Michael Nessim
	Title:	Chief Executive Officer

Filing Compare · Kingswood Acquisition Corp.