Business Combination Extension
On April 13, 2022, Company
notified Continental Stock Transfer & Trust Company that it was exercising its option to extend the time available to consummate a
Business Combination by an additional 6 months, thereby extending the de-SPAC deadline from May 24, 2022 to November 24, 2022. Furthermore,
in accordance with the Investment Management Trust Agreement between Company and Continental Stock Transfer & Trust Company, dated
November 19, 2020, Company authorized the trustees to deposit $60,969 into the trust account on or about May 18, 2022.
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, Company has filed with
the SEC and sent to its stockholders a definitive proxy statement. COMPANY’S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS THERETO, IN 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 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
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, 2021, WHICH WAS FILED WITH THE SEC ON MARCH 31, 2022. 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 (A) SPECIAL MEETING IS 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.
