Item 1.01. Entry into a Material Definitive Agreement
Amendment to Merger Agreement
As previously announced, on July 7, 2022, Kingswood
Acquisition Corp., a Delaware corporation (“Kingswood”), Binah Capital Group, Inc., a 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 an agreement and plan of merger (the “Merger Agreement”).
On March 20, 2023, Kingswood, Holdings, Kingswood Merger Sub,
Wentworth Merger Sub and Wentworth entered into First Amendment to the Merger Agreement (the “Amendment”) which amends
the Merger Agreement to, among other things,
| · | amend and restate the definition of “Transaction Expenses Shortfall” in the Merger Agreement to an amount equal to (x)
the Outstanding Transaction Expenses (as defined in the Merger Agreement) minus (y) the Available Closing Date Cash (as defined in the
Merger Agreement; |
| · | amend and restate the condition precedent in Section 8.03(k) to require that Available Closing Date Cash be sufficient to cover an
amount equal to the sum of $3,500,000 and the Outstanding Transaction Expenses; and |
| · | amend and restate the termination rights in Section 9.01(c)(B) to allow for the termination of the Merger Agreement if the Available
Closing Date Cash is insufficient to cover the sum of $3,500,000 and the Outstanding Transaction Expenses. |
Other than as expressly modified by the Amendment and that certain
side letter agreement to the Merger Agreement, dated as of December 30, 2022 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, the Merger Agreement, which was filed as Exhibit 2.1 to the
Current Report on Form 8-K filed by Kingswood with the Securities and Exchange Commission on July 7, 2022, remains in full force and effect.
The foregoing description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference.
About Kingswood Acquisition Corp.
Kingswood is a blank check company incorporated
under the laws of the State of Delaware on July 27, 2020, for the purpose of 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 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.
Additional Information and Where to Find It
This
Current Report on Form 8-K relates to a proposed 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.
Investors and security holders will be able to
obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the
Company through the website maintained by the SEC at www.sec.gov or by directing a request to the Company at Michael Nessim, Chief Executive
Officer, Kingswood Acquisition Corp., Email: mnessim@kingswoodus.com, (212) 404-7002.
Participants in the Solicitation
Kingswood, Holdings, 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. Information 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.
Non-Solicitation
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.