0001104659-21-024371.txt : 20210216 0001104659-21-024371.hdr.sgml : 20210216 20210216171029 ACCESSION NUMBER: 0001104659-21-024371 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210216 DATE AS OF CHANGE: 20210216 GROUP MEMBERS: DAVID HUDD GROUP MEMBERS: GARY WILDER GROUP MEMBERS: HOWARD GARLAND GROUP MEMBERS: HSQ INVESTMENTS LTD. GROUP MEMBERS: JONATHAN MASSING GROUP MEMBERS: MICHAEL NESSIM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Kingswood Acquisition Corp. CENTRAL INDEX KEY: 0001823086 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 852432410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92102 FILM NUMBER: 21640724 BUSINESS ADDRESS: STREET 1: 17 BATTERY PLACE STREET 2: ROOM 625 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2124047002 MAIL ADDRESS: STREET 1: 17 BATTERY PLACE STREET 2: ROOM 625 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: Kingswood Global Holdings Inc. DATE OF NAME CHANGE: 20200831 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kingswood Global Sponsor LLC CENTRAL INDEX KEY: 0001830281 IRS NUMBER: 852446914 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 17 BATTERY PLACE, ROOM 625 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: (212) 404-7002 MAIL ADDRESS: STREET 1: 17 BATTERY PLACE, ROOM 625 CITY: NEW YORK STATE: NY ZIP: 10004 SC 13G 1 tm216870d1_sc13g.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Kingswood Acquisition Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Titles of Class of Securities)

496861204

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13G

CUSIP No. 496861204


1	NAME OF REPORTING PERSON Kingswood Global Sponsor LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 2,605,000 (See Item 4)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 2,605,000 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,605,000 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.47% (See Item 4)
12	TYPE OF REPORTING PERSON OO

Schedule 13G

CUSIP No. 496861204


1	NAME OF REPORTING PERSON Gary Wilder
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 2,605,000 (See Item 4)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 2,605,000 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,605,000 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.47% (See Item 4)
12	TYPE OF REPORTING PERSON IN

Schedule 13G

CUSIP No. 496861204


1	NAME OF REPORTING PERSON Jonathan Massing
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 2,605,000 (See Item 4)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 2,605,000 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,605,000 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.47% (See Item 4)
12	TYPE OF REPORTING PERSON IN

Schedule 13G

CUSIP No. 496861204


1	NAME OF REPORTING PERSON HSQ Investments Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 2,605,000 (See Item 4)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 2,605,000 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,605,000 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.47% (See Item 4)
12	TYPE OF REPORTING PERSON OO

Schedule 13G

CUSIP No. 496861204


1	NAME OF REPORTING PERSON Michael Nessim
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 2,605,000 (See Item 4)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 2,605,000 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,605,000 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.47% (See Item 4)
12	TYPE OF REPORTING PERSON IN

Schedule 13G

CUSIP No. 496861204


1	NAME OF REPORTING PERSON David Hudd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 2,605,000 (See Item 4)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 2,605,000 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,605,000 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.47% (See Item 4)
12	TYPE OF REPORTING PERSON IN

Schedule 13G

CUSIP No. 496861204


1	NAME OF REPORTING PERSON Howard Garland
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 2,605,000 (See Item 4)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 2,605,000 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,605,000 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.47% (See Item 4)
12	TYPE OF REPORTING PERSON IN

Item 1(a). Name of Issuer:

Kingswood Acquisition Corp. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

17 Battery Place, Room 625

New York, New York 10004

Item 2(a). Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

Kingswood Global Sponsor LLC (“Sponsor”)

HSQ Investments Ltd. (“HSQ”)

Gary Wilder

Jonathan Massing

Michael Nessim

David Hudd

Howard Garland

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of the Reporting Persons is as follows:

17 Battery Place, Room 625

New York, New York 10004

Item 2(c). Citizenship:

See responses to Row 4 on each cover page.

Item 2(d). Titles of Classes of Securities:

Class A Common Stock, par value $0.0001 per share, of the Issuer (“Class A Common Stock”).

The Reporting Persons own or may be deemed to beneficially own shares of Class B common stock, par value $0.0001 per share, of the Issuer (“Class B Common Stock”). The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to certain adjustments. In the event that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the Class B Shares shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, 20% of the total number of shares of Class A Common Stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A Common Stock by public stockholders), including the total number of shares of Class A Common Stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of Business Combination, excluding any shares of Class A Common Stock or equity-linked securities exercisable for or convertible into shares of Class A Common Stock issued, or to be issued, to any seller in the Business Combination and any private placement warrants issued to Sponsor, officers or directors upon conversion of working capital loans made to the Issuer.

Item 2(e). CUSIP Number:

496861204

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

(a)	¨	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

(b)	¨	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)	¨	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	¨	Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)	¨	Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	¨	Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)	¨	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	¨	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)	¨	Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)	¨	Group in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .

Item 4. Ownership

(a)

Amount beneficially owned:

Represents 2,605,000 shares of Class B Common Stock (the “Class B Shares”) as of December 31, 2020. The Class B Shares will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s final prospectus (File No. 333-249437), filed in connection with the IPO

Sponsor is the record holder of the securities reported herein. HSQ and Messrs. Wilder, Massing, Nessim, Hudd and Garland are among the members of Sponsor, and as such, may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each of HSQ and Messrs. Wilder, Massing, Nessim, Hudd and Garland disclaim any beneficial ownership of the securities held Sponsor except to the extent of any pecuniary interest they may have therein, directly or indirectly.

(b)

Percent of class:

18.47% based on 11,500,000 shares of Class A Common Stock outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 28, 2020. The percentage assumes the exchange of all Class B Shares held by Sponsor for shares of Class A Common Stock, in accordance with Rule 13d-3 of the Securities Act of 1933, as amended.

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote:

		0

	(ii)	Shared power to vote or to direct the vote:

		2,605,000. See response to Item 4(a) above.

	(iii)	Sole power to dispose or to direct the disposition of:

		0

	(iv)	Shared power to dispose or to direct the disposition of:

		2,605,000. See response to Item 4(a) above.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2021

	Kingswood Global Sponsor LLC

	By:	/s/ Ana Nunez Cardenas
	Name:	Ana Nunez Cardenas
	Title:	Attorney-In-Fact

	HSQ Investments Ltd.

	By:	/s/ Ana Nunez Cardenas
	Name:	Ana Nunez Cardenas
	Title:	Attorney-In-Fact

	Gary Wilder

	By:	/s/ Ana Nunez Cardenas
	Name:	Ana Nunez Cardenas
	Title:	Attorney-In-Fact

	Jonathan Massing

	By:	/s/ Ana Nunez Cardenas
	Name:	Ana Nunez Cardenas
	Title:	Attorney-In-Fact

	Michael Nessim

	By:	/s/ Ana Nunez Cardenas
	Name:	Ana Nunez Cardenas
	Title:	Attorney-In-Fact

	David Hudd

	By:	/s/ Ana Nunez Cardenas
	Name:	Ana Nunez Cardenas
	Title:	Attorney-In-Fact

	Howard Garland

	By:	/s/ Ana Nunez Cardenas
	Name:	Ana Nunez Cardenas
	Title:	Attorney-In-Fact

Exhibit Index

Exhibit No.		Description

24.1		Powers of Attorney

99.1		Joint Filing Agreement, dated as of February 15, 2021, by and among Kingswood Global Sponsor LLC, HSQ Investments Ltd., Gary Wilder, Jonathan Massing, Michael Nessim, David Hudd and Howard Garland

EX-24.1 2 tm216870d1_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

POWER OF ATTORNEY

The undersigned constitutes and appoints Chris Zochowski, David Sakowitz, Conner Pine and Ana Núñez Cárdenas, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

2. sign any and all SEC statements of beneficial ownership of securities of Kingswood Acquisition Corp. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.

Dated: October 23, 2020

	KINGSWOOD GLOBAL SPONSOR LLC

	By:	/s/ Michael Nessim
		Name: Michael Nessim
		Title: Authorized Signatory

POWER OF ATTORNEY

Dated: October 23, 2020

	/s/ Gary Wilder
	Gary Wilder

POWER OF ATTORNEY

Dated: October 23, 2020

	/s/ Jonathan Massing
	Jonathan Massing

POWER OF ATTORNEY

Dated: November 11, 2020

	HSQ INVESTMENTS LIMITED

	By:	/s/ Howard Garland
		Name: Howard Garland
		Title: Authorized Signatory

POWER OF ATTORNEY

Dated: October 23, 2020

	/s/ David Hudd
	David Hudd

POWER OF ATTORNEY

Dated: October 23, 2020

	/s/ Michael Nessim
	Michael Nessim

POWER OF ATTORNEY

Dated: October 23, 2020

	/s/ Howard Garland
	Howard Garland

EX-99.1 3 tm216870d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

JOINT FILING AGREEMENT

This joint filing agreement (this “Agreement”) is made and entered into as of this 15th day of February 2021, by and among Kingswood Global Sponsor LLC, HSQ Investments Ltd., Gary Wilder, Jonathan Massing, Michael Nessim, David Hudd and Howard Garland.

The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share of Kingswood Acquisition Corp. is filed on behalf of each of the parties to this Agreement and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The parties to this Agreement acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

	Kingswood Global Sponsor LLC

	By:	/s/ Michael Nessim
	Name:	Michael Nessim
	Title:	Authorized Signatory

	HSQ Investments Ltd.

	By:	/s/ Howard Garland
	Name:	Howard Garland
	Title:	Authorized Signatory

	/s/ Gary Wilder
	Gary Wilder

	/s/ Jonathan Massing
	Jonathan Massing

	/s/ Michael Nessim
	Michael Nessim

	/s/ David Hudd
	David Hudd

	/s/ Howard Garland
	Howard Garland