Current Report Filing (8-k)
April 21 2021 - 5:27PM
Edgar (US Regulatory)
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):
April 21, 2021 (April 19, 2021)
KINGSWOOD ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
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001-39700
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85-2432410
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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)
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
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Units, each consisting of one share of Class A common stock and three-fourths of one redeemable warrant
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KWAC.U
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The New York Stock Exchange
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Class A common stock, par value $0.0001 per share
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KWAC
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The New York Stock Exchange
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Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
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KWAC WS
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The New York Stock Exchange
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 19, 2021, the board
of directors (the “Board”) of Kingswood Acquisition Corp. (the “Company”) increased the size of the Board from
eight to nine members and appointed Jeremy Mathew Wilder to serve as a director of the Company. Mr. Wilder will serve as a Class 1 director
of the Company with a term expiring at the Company’s first annual meeting of stockholders.
Mr. Wilder, 33, has served
as General Counsel of Kingswood US, LLC since February 2021. He previously was General Counsel of Hospitality Investors Trust, Inc. from
2017 to 2019 and AR Global, LLC from 2012 to 2017. Mr. Wilder graduated from Nottingham University, UK, with a degree in Politics. He
graduated from BPP University Law School, UK, obtaining a GDL, LLB and LPC. Mr. Wilder also received a diploma from New York University
in Real Estate Finance and Investment. Jeremy currently holds FINRA licenses 7, 24 and 63.
In connection with his appointment
to the Board, Mr. Wilder will enter into a letter agreement and an indemnity agreement on substantially the same terms as the forms thereof
previously entered into by and between the Company and each of its other directors in connection with the Company’s initial public
offering, which were previously filed as Exhibits 10.1 and 10.5, respectively, to the Company’s Registration Statement on Form S-1
(File No. 333-249437) and are incorporated herein by reference. Mr. Wilder is the son of Gary Wilder, the Executive Chairman of the Company.
Other than the foregoing, there are no family relationships between Mr. Wilder and any of the Company’s other directors or executive
officers and there is no arrangement or understanding between Mr. Wilder and any other person pursuant to which he was selected as a director
of the Company. Mr. Wilder does not have any direct or indirect material interest in any transaction that is required to be disclosed
under Item 404(a) of Regulation S-K.
Mr. Wilder will not receive
any compensation for serving as director of the Company.
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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By:
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/s/ Michael Nessim
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Name: Michael Nessim
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Title: Chief Executive Officer
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Dated: April 21, 2021
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