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): January 17, 2024 (January 16, 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)
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| None |
|
|
|
|
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)) |
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 1.01. Entry into a Material Definitive Agreement
Amendment to Merger Agreement
As previously announced, 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 that certain Agreement and Plan of Merger, dated July 7, 2022 (“Merger
Agreement”), which was subsequently amended, modified and supplemented by that certain Letter Agreement, dated as of December
30, 2022, that certain First Amendment to Merger Agreement, dated March 20, 2023 and that certain Second Amendment to Merger Agreement,
dated September 13, 2023 (the Merger Agreement, as so amended, modified and supplemented the “Existing Merger Agreement”).
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Merger Agreement, as further
amended, modified, supplemented and/or restated by the Second Amendment (as defined below).
On January 16, 2024, Kingswood, Holdings, Kingswood
Merger Sub, Wentworth Merger Sub and Wentworth entered into the Third Amendment to Merger Agreement (the “Third Amendment”)
which further amends, modifies, and supplements the Existing Merger Agreement to amend the definition of “Termination Date”
by replacing “November 24, 2023” with “February 24, 2024”.
Other than as expressly modified by the Third
Amendment, dated as of January 16, 2024 filed as Exhibit 10.1 to this Current Report on Form 8-K, the Existing Merger Agreement remains
in full force and effect.
The foregoing descriptions of the Third Amendment
and the Existing Merger Agreement do not purport to be complete and are qualified in its entirety by reference to (i) the full text of
the Third Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference, (ii) the full text of Agreement and
Plan of Merger, dated July 7, 2022, which was filed as Exhibit 2.1 to the Current Report on Form 8-K and filed by Kingswood with the Securities
and Exchange Commission on July 7, 2022, (ii) the full text of that certain Side Letter Agreement, dated as of December 30, 2022, which
was 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, (iii) the full text of that certain First Amendment to Merger Agreement, dated as of March 20, 2023, which was filed as Exhibit
10.1 to the Current Report on Form 8-K filed by Kingswood with the Securities and Exchange Commission on March 20, 2023, and (iv) the
full text of that certain Second Amendment to Merger Agreement, dated as of September 13, 2023, which was filed as Exhibit 10.1 to the
Current Report on Form 8-K filed by Kingswood with the Securities and Exchange Commission on September 18, 2023.
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.
Item 9.01. Financial Statements and Exhibits.
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.
| |
KINGSWOOD ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Michael Nessim |
| |
|
Name: Michael Nessim |
| |
|
Title: Chief Executive Officer |
| |
|
|
| Dated: January 17, 2024 |
|
|
Exhibit 10.1
THIRD AMENDMENT TO AGREEMENT
AND PLAN OF MERGER
This Third Amendment to Agreement
and Plan of Merger (this “Amendment”), dated as of January 16, 2024, is made and entered into by and among Kingswood
Acquisition Corp., a Delaware corporation (“SPAC”), Binah Capital Group, Inc., a Delaware corporation (“Holdings”),
Kingswood Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“KWAC Merger Sub”), Wentworth
Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“WW Merger Sub”),
and Wentworth Management Services LLC, a Delaware limited liability company (the “Company”). Each of SPAC, Holdings,
KWAC Merger Sub, WW Merger Sub, and the Company is sometimes referred to herein, individually, as a “Party” and collectively
as the “Parties”.
WHEREAS, SPAC, Holdings,
KWAC Merger Sub, WW Merger Sub, and the Company, entered into that certain Agreement and Plan of Merger, dated as of July 7, 2022 (the
“Original Agreement”);
WHEREAS, the Original
Agreement was amended and modified by that (i) certain Consent and Acknowledgement of Merger Agreement Letter Agreement, dated as of December
30, 2022, by and between the Parties, (ii) certain First Amendment to Agreement and Plan of Merger, dated March 20, 2023, by and between
the Parties, and (iii) certain Second Amendment to Agreement and Plan of Merger, dated September 13, 2023, by and between the Parties
(the Original Agreement as so amended and modified, the “Existing Agreement”);
WHEREAS, capitalized
terms used herein but not defined herein shall have the meanings ascribed thereto in the Existing Agreement; and
WHEREAS, Section 10.10
of the Existing Agreement provides that the Existing Agreement may not be amended or modified except by an instrument in writing signed
in the same manner as the Existing Agreement; and
WHEREAS, the Parties
wish to further amend the Existing Agreement as set forth herein.
NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged,
the Parties, intending to be legally bound, agree as follows:
1.
Amendments. The definition of “Termination Date” in Section 9.01 of the Existing Agreement is hereby amended
by replacing “November 24, 2023” with “February 24, 2024”.
2.
Effect on the Existing Agreement. Other than as specifically set forth herein,
all other terms and provisions of the Existing Agreement shall remain unaffected by the terms of this Amendment and shall continue in
full force and effect in accordance with their respective terms. Each reference in the Existing Agreement to “this Agreement”
shall mean the Existing Agreement as amended by this Amendment, and as hereinafter amended or restated.
3.
Counterparts. This Amendment may be executed and delivered in one or more counterparts,
any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one
and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be
deemed to have been duly and validly delivered and be valid and effective for all purposes.
4.
Successors and Assigns. This Amendment shall be binding upon and inure solely to the benefit of the parties hereto and
their respective successors and permitted assigns.
5.
Amendment. This Amendment may not be amended or modified except by an instrument
in writing signed by, or on behalf of, all of the parties hereto.
6.
Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State.
7.
Entire Agreement. This Amendment, the Existing Agreement and the ancillary agreements
to the Existing Agreement (each as amended, modified and supplemented by this Amendment) constitute the entire agreement among the parties
hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements, both written
and oral, with respect to such subject matter.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF,
the parties hereto have duly executed and delivered this Amendment as of the date first written above.
| |
KINGSWOOD ACQUISITION CORP. |
| |
|
|
| |
|
|
| |
By: |
/s/ Michael Nessim |
| |
Name: |
Michael Nessim |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
BINAH CAPITAL GROUP, INC. |
| |
|
|
| |
|
|
| |
By: |
/s/ Michael Nessim |
| |
Name: |
Michael Nessim |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
KINGSWOOD MERGER SUB, INC. |
| |
|
|
| |
|
|
| |
By: |
/s/ Michael Nessim |
| |
Name: |
Michael Nessim |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
WENTWORTH MERGER SUB, LLC |
| |
|
|
| |
|
|
| |
By: |
/s/ Michael Nessim |
| |
Name: |
Michael Nessim |
| |
Title: |
President |
| |
|
|
| |
WENTWORTH MANAGEMENT SERVICES LLC |
| |
|
|
| |
|
|
| |
By: |
/s/ Craig Gould |
| |
Name: |
Craig Gould |
| |
Title: |
President |
Kingswood Acquisition (PK) (USOTC:KWACU)
Historical Stock Chart
From May 2024 to Jun 2024
Kingswood Acquisition (PK) (USOTC:KWACU)
Historical Stock Chart
From Jun 2023 to Jun 2024
