NEW YORK, July 13, 2022 /PRNewswire/ -- Kingswood
Acquisition Corp. ("KWAC"), a special purpose acquisition company,
announced today that it had been informed that the New York Stock
Exchange (the "NYSE") had, effective as of approximately
4:00 p.m. Eastern Time on
July 13, 2022, suspending trading
with respect to KWAC's Class A common stock, redeemable warrants to
purchase shares of Class A common stock, and units, each consisting
of one share of Class A common stock and three-fourths of one
redeemable warrant (collectively, "KWAC Securities"), due to KWAC's
non-compliance with Section 802.01B
of the NYSE Listed Company Manual, which requires listed
acquisition companies to maintain certain average aggregate global
market capitalization standards. The NYSE will apply to the
Securities and Exchange Commission ("SEC") to delist the KWAC
Securities upon completion of all applicable procedures. KWAC does
not intend to appeal the NYSE staff's determination and,
accordingly, KWAC expects that the KWAC Securities will be
delisted.
KWAC intends to transfer the listings of the KWAC Securities to
the OTC Markets Group Inc. ("OTC Exchange"), where KWAC has applied
to list the KWAC Securities. KWAC anticipates that the listings of
the KWAC Securities will be transferred to and resume trading on
the OTC Exchange on or about July 14,
2022. Following such transfer, KWAC will continue to file
the same types of periodic reports and other information it
currently files with the SEC.
As previously announced, KWAC, Binah Capital Group, Inc., a
wholly-owned subsidiary of KWAC ("Holdings"), Kingswood Merger Sub,
Inc., a wholly-owned subsidiary of Holdings, Wentworth Merger Sub,
LLC, a wholly-owned subsidiary of Holdings, and Wentworth
Management Services LLC, entered into an agreement and plan of
merger on July 7, 2022 ("Merger
Agreement") pursuant to which, among other things, Holdings will
acquire KWAC and Wentworth for consideration of a combination of
shares in Holdings and assumption of indebtedness. Upon closing of
the business combination contemplated by the Merger Agreement,
Holdings is expected to list certain of the securities being
delivered to KWAC's security holders as consideration for the
business combination on NYSE, the Nasdaq Stock Market, NYSE
American or other national exchange.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. When used in this report, words such
as "may", "should", "expect", "intend", "will", "estimate",
"anticipate", "believe", "predict", "potential" or "continue", or
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements.
Additional Information about the Business Combination and
Where to Find It
In connection with the business combination, Binah Capital
Group, Inc. ("Holdings") intends to file with the Securities and
Exchange Commission (the "SEC") a registration statement on Form
S-4 that will include a proxy statement for the stockholders of
KWAC that also constitutes a prospectus of Holdings. KWAC urges
investors, stockholders, and other interested persons to read, when
available, the preliminary proxy statement/prospectus as well as
other documents filed with the SEC because these documents will
contain important information about KWAC, Holdings, Wentworth
Management Services LLC ("Wentworth"), and the business
combination. After the registration statement is declared
effective, the definitive proxy statement/prospectus to be included
in the registration statement will be mailed to stockholders of
KWAC as of a record date to be established for voting on the
business combination. Stockholders will also be able to obtain a
copy of the proxy statement/prospectus, without charge by directing
a request to: Kingswood Acquisition Corp., 17 Battery Place, Room
625, New York, NY 10004. The
preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, can also be
obtained, without charge, at the SEC's website (www.sec.gov).
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes
only, and is not intended to and shall not constitute an offer to
sell or the solicitation of an offer to sell or the solicitation of
an offer to buy or subscribe for any securities or a solicitation
of any vote of approval, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act and otherwise in accordance with applicable law.
Participants in Solicitation
KWAC, Holdings, Wentworth and their respective directors and
executive officers may be considered participants in the
solicitation of proxies with respect to the business combination
under the rules of the SEC. Information about the directors and
executive officers of KWAC is set forth in KWAC's Prospectus
relating to its initial public offering (the "IPO Prospectus"),
which was filed with the SEC on November 23,
2020. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
stockholders in connection with the business combination will be
set forth in the proxy statement/prospectus when it is filed with
the SEC. These documents can be obtained free of charge from the
sources indicated above.
Media Contacts
Donald
Cutler or Elizabeth Shim
Haven Tower Group
424 317 4864 or 424 317 4861
dcutler@haventower.com or eshim@haventower.com
