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 22, 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) |
¨ |
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 |
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Trading
Symbol(s) |
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Name
of Each Exchange
on Which Registered |
None |
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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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
February 22, 2024, Kingswood Acquisition Corp. (“we”, “us”, “our”,
or the “Company”) filed a sixth 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 February
12, 2024, and which such terms are hereby incorporated by reference. The foregoing description of the Amendment is not intended
to be complete 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 5.07 |
Submission of Matters to a Vote of Security Holders. |
On
February 22, 2024, the Company convened its special meeting of stockholders (the “Special
Meeting”) virtually, solely with respect to the voting on the proposal to extend the date by which the Company must complete its
initial business combination (“Business Combination”) from February 24, 2024 to March 15, 2024 (the “Extension Amendment
Proposal”). A total of 2,990,301 shares of the Company’s Class A common stock and Class B common stock, or approximately
86% of the Company’s outstanding stock as of February 2, 2024, the record date for the Special
Meeting, were represented virtually or by proxy at the Special Meeting.
The
following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the
Special Meeting on February 22, 2024.
Extension
Amendment Proposal
To
consider and vote upon a proposal to amend the Company’s second amended and restated certificate of incorporation as amended (the
“Charter”) pursuant to a sixth 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 February 24,
2024 to March 15, 2024 (the “Extension” and such date, the “Extended Date”).
The
Extension Amendment Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For |
Against |
Abstentions |
2,990,299 |
2 |
0 |
Adjournment
Proposal
To
consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary (i) to ensure that any supplement
or amendment to the accompanying proxy statement that the Board has determined in good faith is required by applicable law to be disclosed
to the Company stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders prior to the Special
Meeting, (ii) if, 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.
The
Adjournment Proposal was not acted upon at the Special Meeting.
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, officers and directors may be deemed participants in the solicitation of proxies of Company’s stockholders
in connection with the Special Meeting. Information about the Company’s sponsor, officers and directors and their ownership
of the Company’s common stock and their direct and indirect interests are described in the definitive proxy statement for the Special
Meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2022, which was filed with the SEC on April 17, 2023.
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, the Company’s ability to enter into a definitive business combination agreement 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 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
the Company. These forward-looking statements are subject to a number of risks and uncertainties, including: the 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 the 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 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, 2022
under the heading “Risk Factors,” and other documents of the 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 the Company presently does not know or that the 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
the Company’s expectations, plans or forecasts of future events and views as of the date hereof. 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 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. |
The following exhibit is filed herewith:
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.
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KINGSWOOD ACQUISITION CORP. |
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Dated: February 22, 2024 |
By: |
/s/ Michael Nessim |
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Name: |
Michael Nessim |
|
Title: |
Chief Executive Officer |
Exhibit 3.1
SIXTH
AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
KINGSWOOD ACQUISITION CORP.
February 22, 2024
KINGSWOOD
ACQUISITION CORP., (the “Corporation”), a corporation organized and existing under the laws of the
State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is “Kingswood Acquisition Corp.”. The original certificate
of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 27, 2020 (the “Original
Certificate”). An Amended and Restated Certificate of Incorporation, which both amended and restated the provisions of the
Original Certificate, was filed in the office of the Secretary of State of the State of Delaware on August 17, 2020 (the “Amended
and Restated Certificate of Incorporation”), a Second Amended and Restated Certificate of Incorporation, which both amended
and restated the provisions of the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State
of the State of Delaware on November 12, 2020 (the “Second Amended and Restated Certificate of Incorporation”),
an Amendment to the Second Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the
State of Delaware on May 20, 2022 (the “First Amendment”), a Second Amendment to the Second Amended and Restated
Certificate of Incorporation was filed in the office of the Secretary of State of the state of Delaware on November 23, 2022 (the “Second
Amendment”), a Third Amendment to the Second Amended and Restated Certificate of Incorporation was filed in the office of
the Secretary of State of the state of Delaware on May 18, 2023 (the “Third Amendment”), a Fourth Amendment
to the Second Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State on August 17, 2023 (the
“Fourth Amendment”) and a Fifth Amendment to the Second Amended and Restated Certificate of Incorporation was
filed in Secretary of State of the State of Delaware on November 17, 2023 (the “Fifth Amendment”). The
Second Amended and Restated Certificate of Incorporation as amended by the First Amendment, the Second Amendment, the Third Amendment,
the Fourth Amendment and the Fifth Amendment is referred to herein as the “Charter”. |
| 2. | This sixth amendment to the Second Amended and Restated Certificate of Incorporation (this “Sixth
Amendment”) further amends the Charter. |
| 3. | This Sixth Amendment was duly adopted by the affirmative vote of the holders of 65% of the stock entitled
to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
| 4. | The text of Section 9.1(b) of Article IX of the Charter is hereby amended by deleting the following words: |
“February 24, 2024”
and replacing them with the following:
“March 15, 2024”;
| 5. | The text of Section 9.2(d) of Article IX of the Charter is hereby amended by deleting the following words: |
“February
24, 2024”
and replacing them with the following:
“March 15, 2024”; and
| 6. | The text of Section 9.7 of Article IX of the Charter is hereby amended by deleting the follow words: |
“February
24, 2024”
and replacing them with the following:
“March 15,
2024”.
IN
WITNESS WHEREOF, Kingswood Acquisition Corp. has caused this Sixth Amendment to be duly executed in its name and on its behalf
by an authorized officer as of this 22nd day of February, 2024. x
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KINGSWOOD ACQUISITION CORP. |
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By: |
/s/Michael Nessim |
|
Name: |
Michael Nessim |
|
Title: |
Chief Executive Officer |
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