TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo October 17, 2022 Michael Nessim Chief Executive Officer Kingswood Acquisition Corp. 17 Battery Place Room 625 New York, NY 10004 Re: Kingswood Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed October 4, 2022 File No. 001-39700 Dear Michael Nessim: We have reviewed your filing and have the following comment. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require Michael Nessim Kingswood Acquisition Corp. October 17, 2022 Page 2 you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, FirstName LastNameMichael Nessim Division of Corporation Finance Comapany NameKingswood Acquisition Corp. Office of Real Estate & Construction October 17, 2022 Page 2 cc: Bradley A. Noojin, Esq. FirstName LastName