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): ~~February~~March 224, 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)

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)

¨x 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 58.0301 ~~Amendments~~Other ~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~Events

~~On February 22, 2024,~~ Kingswood Acquisition Corp. a Delaware corporation (“we”, “us”, “our”, or the “Company”) ~~filed~~today issued a ~~sixth~~press release ~~amendment~~announcing tothat ~~the~~its ~~second~~special ~~amended~~meeting ~~and restated certificate~~ of ~~incorporation~~stockholders ofwill ~~the~~be ~~Company with~~further ~~the~~postponed ~~Secretary~~from ofits ~~the~~scheduled ~~State~~time of ~~Delaware~~11:00 ~~(the “Amendment”)~~a.m. ~~The~~Eastern ~~material terms of the Amendment are fully described in~~Time ~~the Company’s definitive proxy statement filed with the Commission~~ on ~~Schedule~~March ~~14A on February 12~~6, 2024, ~~and which such terms are hereby incorporated by reference. The foregoing description of the Amendment is not intended~~ to be11:00 ~~complete and is qualified in its entirety by reference to the Amendment,~~ a ~~copy of which is attached as Exhibit 3~~.1m. toEastern ~~this~~Time ~~Current Report~~ on ~~Form~~March 8-K, ~~and incorporated herein by reference~~2024.

~~Item~~The Company also announced that, as a result of such postponement, it has extended the deadline for the delivery of redemption demands in connection with special meeting to 5:00 p.07m., New ~~Submission~~York oftime, ~~Matters~~on March 6, 2024 (two business days prior to athe ~~Vote~~new ofspecial ~~Security~~meeting ~~Holders~~date).

~~On February~~The ~~22, 2024, the Company convened its~~ special meeting ofwill ~~stockholders~~still ~~(the~~be ~~“Special Meeting”)~~held ~~virtually,~~via ~~solely~~live webcast ~~with~~at ~~respect~~www.cstproxy.com/kingswoodacquisition/2024 toand ~~the~~there ~~voting~~has onbeen ~~the~~no ~~proposal~~change to ~~extend~~ the record date byfor, ~~which~~ the ~~Company~~purpose ~~must~~of ~~complete~~or ~~its initial~~any ~~business~~of ~~combination~~the proposals ~~(“Business Combination”) from February 24, 2024~~ to ~~March~~be ~~15,~~acted ~~2024~~upon (at the ~~“Extension~~special ~~Amendment Proposal”)~~meeting. AStockholders ~~total~~who ofhave ~~2,990,301 shares~~questions ofor ~~the~~need ~~Company’s~~assistance ~~Class~~in Aconnection ~~common~~with ~~stock~~the ~~and~~special ~~Class B common stock, or approximately~~meeting ~~86%~~should ofcontact the Company’s ~~outstanding~~proxy ~~stock~~solicitor, asMorrow ofSodali ~~February 2~~LLC, ~~2024,~~at ~~the~~333 ~~record~~Ludlow ~~date~~Street, ~~for~~5th ~~the Special Meeting~~Floor, ~~were~~South ~~represented~~Tower, ~~virtually~~Stamford, orConnecticut 06902, ~~by proxy at the Special Meeting~~KWAC.info@investor.morrowsodali.com.

The ~~following~~ ispress arelease ~~brief~~is ~~description~~attached ofhereto ~~the~~as Exhibit ~~final~~99.1 ~~voting~~and ~~results~~is ~~for~~incorporated ~~each~~by ofreference ~~the proposals submitted to a vote of the stockholders at the Special Meeting on February 22, 2024~~herein.

~~Extension Amendment~~About ~~Proposal~~the Company

~~To consider~~The ~~and~~Company ~~vote~~is ~~upon~~ a ~~proposal~~blank tocheck ~~amend~~company incorporated under the ~~Company’s~~laws ~~second amended and restated certificate~~ of ~~incorporation as amended (~~the ~~“Charter”)~~ ~~pursuant~~State toof aDelaware ~~sixth~~on ~~amendment~~July to27, ~~the~~2020 ~~Charter~~for ~~to extend~~ the ~~date~~purpose ~~(the~~of ~~“Extension”)~~effecting ~~by which the Company must (1) effectuate~~ a merger, ~~capital~~share ~~stock~~ exchange, asset acquisition, stock purchase, recapitalization, reorganization, or ~~other~~ similar business combination with one or more businesses, ~~(an~~which ~~“initial~~is ~~business~~referred ~~combination”),~~to ~~(2)~~herein ~~cease~~as an ~~its~~initial ~~operations~~business ~~except~~combination. ~~for~~While the ~~purpose~~Company ofmay ~~winding up~~pursue ifan ~~it fails to complete such~~ initial business combination ~~and~~target ~~(3)~~in ~~redeem~~any ~~100%~~stage of ~~the~~its ~~Company’s~~corporate ~~Class A common stock included~~evolution asor ~~part~~in ofany ~~the~~industry ~~units~~or ~~sold~~sector, in the Company’s ~~initial~~is ~~public~~focusing ~~offering~~its ~~that~~search ~~was consummated~~ on ~~November~~companies ~~24,~~with ~~2020,~~favorable ~~from~~growth ~~February~~prospects ~~24, 2024 to March 15, 2024 (the “Extension”~~ and ~~such~~attractive ~~date,~~returns ~~the~~on invested ~~“Extended Date”)~~capital.

~~The Extension~~Additional ~~Amendment~~Information ~~Proposal~~and ~~was~~Where ~~approved.~~to ~~The~~Find ~~voting results of the shares of the Common Stock were as follows:~~It

For	Against	Abstentions
2,990,299	2	0

In connection with the Business Combination, Binah Capital Group, Inc (“Holdings”) has filed a registration statement on Form S-4 (File No. 333-269004) (as may be amended from time to time, the “Registration Statement”) that includes a definitive proxy statement of the Company and a definitive prospectus of Holdings relating to the Business Combination. After the Registration Statement was declared effective on February 14, 2024, the definitive proxy statement/prospectus was mailed to shareholders of the Company as of February 2, 2024, the record date established for voting on the Business Combination. This report does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. Holdings and the Company may also file other documents with the SEC regarding the Business Combination. The Company’s stockholders and other interested persons are advised to read the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about the Company, Wentworth Management Services, LLC (“Wentworth”), Holdings and the Business Combination. Stockholders and other interested persons are also able to obtain copies of the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, at the SEC’s website at http://www.sec.gov, or by directing a request to the Company at 17 Battery Place, Room 625, New York, New York 10004 or by telephone at (212) 404-7002, or to the Company’s proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, KWAC.info@investor.morrowsodali.com.

~~Adjournment Proposal~~Cautionary Statement Regarding Forward-Looking Statements

ToCertain statements herein may constitute forward-looking statements ~~consider~~within ~~and~~the ~~vote~~meaning ~~upon~~of athe ~~proposal~~Private toSecurities ~~adjourn~~Litigation Reform Act of 1995, as amended. These forward-looking statements can be identified by the ~~Special~~use ~~Meeting~~of towords asuch ~~later~~as ~~date~~“believes,” or“expects,” ~~dates~~“intends,” if“plans,” ~~necessary~~“estimates,” ~~(i)~~“assumes,” to“may,” ~~ensure~~“should,” ~~that~~“will,” ~~any~~“seeks,” ~~supplement~~ or ~~amendment~~other tosimilar ~~the~~expressions. Forward-looking ~~accompanying~~statements ~~proxy~~are ~~statement~~statements that ~~the~~are ~~Board~~not ~~has~~historical ~~determined~~facts, inand ~~good~~are ~~faith~~subject isto ~~required~~risks byand ~~applicable~~uncertainties, ~~law~~which tocould ~~be disclosed~~cause actual results to differ from the ~~Company~~forward-looking ~~stockholders~~statements. ~~and~~Factors ~~for~~that may cause such ~~supplement~~differences orinclude, ~~amendment~~without limitation, the Company’s ability to beaccurately ~~promptly~~calculate ~~disseminated~~the toamount ~~Company~~of ~~stockholders~~taxes ~~prior~~owed tothat ~~the~~can ~~Special Meeting,~~be ~~(ii)~~withdrawn iffrom interest earned in the trust account, the asamount of ~~the~~funds ~~time~~that ~~for~~may ~~which~~be available in the ~~Special~~Company’s ~~Meeting~~trust isaccount ~~originally~~following ~~scheduled~~redemptions, ~~there~~permitted ~~are~~withdrawals, ~~insufficient~~and ~~shares~~other risks ofand ~~Common~~uncertainties ~~Stock represented~~indicated ~~(either~~from time to time in ~~person~~filings orwith bythe ~~proxy~~Securities and Exchange Commission (“Commission”), including tothe ~~constitute~~Registration aStatement, ~~quorum~~the ~~necessary~~definitive toproxy ~~conduct~~statement ~~business~~relating atto the ~~Special~~special ~~Meeting~~meeting orof ~~(iii)~~the toCompany’s ~~permit~~stockholders ~~further~~to ~~solicitation~~vote upon the Company’s initial business combination and ~~vote~~related ofmatters ~~proxies~~and ifthe ~~there~~Company’s ~~are~~Annual ~~insufficient~~Report ~~votes~~on Form 10-K for, the orfiscal ~~otherwise~~year inended ~~connection~~December ~~with~~31, 2022, in each case under the ~~approval~~heading of“Risk Factors,” and other documents the ~~Extension~~Company and ~~Amendment~~Holdings ~~Proposal~~have filed, or will file, with the Commission.

~~The Adjournment~~Readers ~~Proposal~~are ~~was~~cautioned not ~~acted~~to place undue reliance upon atany forward-looking statements, which speak only as of the ~~Special~~date ~~Meeting~~made. The Company and Holdings expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Item 8.01 Other Events.

On February 22, 2024, Company notified Continental Stock Transfer & Trust Company (“CST”) that it was exercising its option to extend the time available to consummate a Business Combination February 24, 2024 to March 15, 2024.

Disclaimer

This Current Report 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 law. 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.

Additional Information About the Transactions

In connection with the Special Meeting, the Company has filed with the SEC and sent to its stockholders as of the record date for the Special Meeting a definitive proxy statement. The Company’s stockholders can also obtain copies of the definitive proxy statement, and all other relevant documents filed or that will be filed with the SEC in connection with the Special Meeting, without charge, at the SEC’s website at http://www.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

The Company’s, ~~sponsor~~Wentworth, ~~officers~~Holdings and the other parties to the Business Combination and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies offrom the Company’s stockholders in connection with the ~~Special~~proposed ~~Meeting~~transaction. Information about the Company’s ~~sponsor,~~directors and executive officers and ~~directors and~~ their ownership of the Company’s ~~common~~securities ~~stock~~is ~~and~~set ~~their~~forth ~~direct~~in ~~and~~the ~~indirect~~Company’s ~~interests~~filings ~~are~~with ~~described~~the inSEC. Additional information regarding the ~~definitive~~interests ~~proxy~~of ~~statement~~those ~~for~~persons and other persons who may be deemed participants in the ~~Special~~proposed transaction ~~Meeting~~may ~~and~~be ~~the~~obtained ~~Company’s~~by ~~Annual~~reading ~~Report~~the ondefinitive ~~Form~~proxy ~~10-K~~statement/prospectus ~~for~~regarding the ~~fiscal~~proposed ~~year~~transaction. ~~ended~~You ~~December~~may ~~31, 2022,~~obtain ~~which~~free ~~was~~copies ~~filed~~of these ~~with~~documents ~~the~~as ~~SEC~~described onin ~~April~~the ~~17,~~preceding ~~2023~~paragraph.

~~Forward Looking Statements~~Non-Solicitation

~~The~~This ~~disclosure~~report ~~herein includes~~relates 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, the Company’s ability to enter into a ~~definitive~~proposed business combination ~~agreement~~between ~~and~~ the ~~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 the~~ Company’s, ~~management~~Wentworth and ~~are not predictions of actual performance~~Holdings. ~~These forward-looking~~This ~~statements~~document ~~are~~does ~~provided for illustrative purposes only and are~~ not ~~intended~~constitute ~~to serve as, and must not be relied on by any investor as, a guarantee,~~ an ~~assurance,~~offer ato ~~prediction~~sell or aexchange, ~~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~~solicitation of ~~the~~ ~~Company.~~an ~~These~~offer ~~forward-looking statements are subject~~ to ~~a number of risks and uncertainties, including: the Company’s ability~~buy ~~to enter into a definitive agreement with respect to the proposed business combination~~ or ~~consummate~~exchange, aany ~~transaction;~~securities, ~~the~~nor ~~risk~~shall ~~that~~there ~~the approval~~be ofany ~~the~~sale ~~shareholders~~ of ~~the~~securities ~~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~~any ~~the~~jurisdiction ~~potential transaction or difficulty~~ in ~~integrating the~~which ~~businesses of the Company; the amount of redemption requests made by the Company’s shareholders and the amount of funds remaining in the Company’s trust account after satisfaction of~~ such ~~requests; those factors discussed in the Company’s definitive proxy statement relating to the Special Meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31~~offer, ~~2022 under~~sale ~~the heading “Risk Factors,” and other documents of the Company filed,~~ or toexchange ~~be filed, with the SEC. If the risks materialize~~would ~~or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may~~ be ~~additional~~unlawful ~~risks~~prior ~~that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results~~ to ~~differ~~registration ~~from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans~~ or ~~forecasts~~qualification ofunder ~~future events and views as of~~ the ~~date~~securities ~~hereof.~~laws The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any ~~date~~such ~~subsequent to the date of this disclosure statement~~jurisdiction. ~~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
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit No.		Description of Exhibits
3.1		Sixth 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.
	Kingswood Acquisition Corp.
Dated: February 22, 2024	By:	/s/ Michael Nessim
Dated: March 4, 2024	By:	/s/ Michael Nessim
	Name:	Michael Nessim
	Title:	Chief Executive Officer

Filing Compare · Kingswood Acquisition Corp.