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): January ~~November~~ 17, ~~2023~~2024 (January 16, 2024)

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 November 17, 2023, Kingswood Acquisition Corp. (“we”, “us”, “our”, or the “Company”) filed a fifth 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 November 6, 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, that certain First Amendment to Merger Agreement, dated March 20, 2023 and that certain Second Amendment to Merger Agreement, dated September 13, 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 ~~November~~ 17January 16, ~~2023~~2024, ~~the~~Kingswood, ~~Company~~Holdings, ~~convened its special meeting of stockholders (the~~Kingswood ~~“Special~~Merger ~~Meeting”) virtually~~Sub, ~~solely~~Wentworth ~~with~~Merger ~~respect~~Sub toand ~~the~~Wentworth ~~voting~~entered oninto the ~~proposal~~Third toAmendment ~~extend the date by which the Company must complete its initial business combination (“Business Combination”) from November 24, 2023~~ to ~~February~~Merger ~~24,~~Agreement ~~2024~~ (the “~~Extension~~Third Amendment ~~Proposal~~”). which Afurther ~~total~~amends, ~~of 3~~modifies,~~200,826~~ ~~shares~~and ofsupplements the ~~Company’s~~ ~~Class~~Existing AMerger ~~common~~Agreement ~~stock~~to ~~and~~amend ~~Class~~the Bdefinition ~~common stock, or approximately 92%~~ of ~~the~~“Termination ~~Company’s~~Date” by ~~outstanding~~replacing ~~stock as of~~ “November 124, 2023,” ~~the~~with ~~record~~“February ~~date for the Special Meeting~~24, ~~were represented virtually or by proxy at the Special Meeting~~2024”.

~~The following~~Other isthan aas ~~brief~~expressly ~~description~~modified ofby the ~~final~~Third Amendment, ~~voting~~dated ~~results~~as ~~for~~of ~~each~~January of16, ~~the~~2024 ~~proposals~~filed ~~submitted~~as Exhibit 10.1 to athis ~~vote~~Current ofReport ~~the~~on ~~stockholders~~Form at8-K, the ~~Special~~ ~~Meeting~~Existing onMerger ~~November~~Agreement ~~17,~~remains in ~~2023~~full force and effect.

~~Extension~~The foregoing descriptions of the Third Amendment and the Existing Merger Agreement do not purport to be complete and are qualified in its entirety by reference to (i) the full text of the Third Amendment, ~~Proposal~~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, (ii) the full text of that certain Side 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, (iii) 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, and (iv) the full text of that certain Second Amendment to Merger Agreement, dated as of September 13, 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 September 18, 2023.

~~To consider~~About ~~and~~Kingswood ~~vote~~Acquisition upon a proposal to amend the Company’s second amended and restated certificate of incorporation as amended (the “Charter”) pursuant to a fourth amendment to the Charter to extend the date (the “Extension”) by which the Company must (1) 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”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial 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 initial public offering that was consummated on November 24, 2020, from November 24, 2023 to February 24, 2024 (the “Extension” and such date, the “Extended Date”)Corp.

~~The Extension~~Kingswood ~~Amendment~~is ~~Proposal~~a ~~was~~blank ~~approved.~~check ~~The~~company ~~voting~~incorporated under ~~results~~the laws of the ~~shares~~State of Delaware on July 27, 2020, for the ~~Common~~purpose ~~Stock~~of ~~were~~effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses, which we refer to as ~~follows:~~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.

For	Against	Abstentions
3,200,824	2	0

Additional Information and Where to Find It

~~Adjournment~~This Current Report on Form 8-K relates to a proposed ~~Proposal~~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 SEC, including a proxy statement/prospectus. The proxy statement/prospectus will be sent to all Kingswood stockholders. Kingswood 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 Kingswood 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.

~~To consider~~Investors and ~~vote~~security ~~upon~~holders awill ~~proposal~~be toable ~~adjourn the Special Meeting~~ to ~~a later date or dates, if necessary (i) to ensure that any supplement~~ orobtain ~~amendment~~free tocopies of the ~~accompanying~~ proxy statement/prospectus ~~that~~and ~~the~~all ~~Board~~other ~~has~~relevant ~~determined~~documents infiled ~~good faith is required by applicable law to be disclosed to the Company stockholders and for such supplement~~ or ~~amendment~~that towill be ~~promptly~~filed ~~disseminated~~with tothe ~~Company~~SEC ~~stockholders~~by ~~prior to~~ the ~~Special~~ ~~Meeting,~~Company ~~(ii)~~through ~~if, as of~~ the ~~time~~website ~~for~~maintained ~~which~~by the ~~Special~~SEC ~~Meeting~~at iswww.sec.gov ~~originally scheduled, there are insufficient shares of Common Stock represented (either in person~~ or by ~~proxy)~~directing ~~to constitute~~ a ~~quorum~~request ~~necessary~~ to ~~conduct~~the ~~business~~Company at ~~the~~Michael ~~Special~~Nessim, ~~Meeting~~Chief ~~or (iii) to permit~~Executive ~~further~~Officer, ~~solicitation~~Kingswood ~~and~~Acquisition ~~vote of proxies if there are insufficient votes for~~Corp., orEmail: ~~otherwise in connection with~~mnessim@kingswoodus.com, ~~the~~(212) ~~approval of the Extension Amendment Proposal~~404-7002.

~~The Adjournment~~Participants ~~Proposal~~in ~~was not acted upon at~~ the ~~Special Meeting.~~Solicitation

~~Item~~Kingswood, 8Holdings, 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.01 ~~Other~~Information ~~Events~~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.

On November 17, 2023, Company notified Continental Stock Transfer & Trust Company (“CST”) that it was exercising its option to extend the time available to consummate a Business Combination by an additional 3 months, thereby extending the deNon-~~SPAC deadline from November 24, 2023 to February 24, 2024.~~Solicitation

~~Disclaimer~~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.

~~This~~Item ~~Current~~9.01. ~~Report~~Financial ~~on Form~~Statements ~~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 lawExhibits. ~~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 IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Exhibit No.		Description
10.1		Third Amendment to Agreement and Plan of Merger, dated as of January 16, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Additional~~SIGNATURE ~~Information About the Transactions~~

InPursuant ~~connection~~to ~~with~~ the ~~Special~~ ~~Meeting,~~requirements ~~Company~~of ~~has filed with~~ the ~~SEC and sent to its stockholders a definitive proxy statement. COMPANY’S STOCKHOLDERS~~Securities ~~AND~~Exchange ~~OTHER~~Act ~~INTERESTED~~of ~~PERSONS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT~~1934, ASthe ~~WELL~~registrant AShas ~~ANY~~duly ~~AMENDMENTS~~caused ~~THERETO,~~this INreport CONNECTION WITH COMPANY’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO APPROVE THE EXTENSION AMENDMENT PROPOSAL AND THE OTHER PROPOSALS SET FORTH THEREIN, BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING. The definitive proxy statement has been mailed to ~~Company’s~~ ~~stockholders as of the record date for the Special Meeting. Company’s stockholders can also obtain copies of the definitive proxy statement, and all other relevant documents filed or that will~~ be ~~filed~~signed ~~with~~on ~~the~~its ~~SEC~~behalf inby ~~connection with~~ the ~~Special~~undersigned ~~Meeting, without~~hereunto ~~charge,~~duly ~~at the SEC’s website at http://www~~authorized.sec.gov or by directing a request to: Kingswood Acquisition Corp., Michael Nessim, Chief Executive Officer, 17 Battery Place, Room 625, New York, NY 10004; Tel: (212) 404-7002; mnessim@kingswoodus.com.

Participants in the Solicitation

	KINGSWOOD ACQUISITION CORP.

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

Dated: January 17, 2024

Company 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.

Forward Looking Statements

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith:

Exhibit No.		Description of Exhibits
3.1		Fifth 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

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.
Dated: November 17, 2023	By:	/s/ Michael Nessim
	Name:	Michael Nessim
	Title:	Chief Executive Officer

Filing Compare · Kingswood Acquisition Corp.