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): February 17, 2021
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 | ||
| Units, each consisting of one share of Class A common stock and three-fourths of one redeemable warrant | KWAC.U | The New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | KWAC | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | KWAC WS | The New York Stock Exchange |
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:
| ¨ | 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 8.01. | Other Events. |
On February 17, 2021, Kingswood Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and warrants (the “Warrants”) included in the Units commencing on or about February 17, 2021. Each Unit consists of one share of Class A Common Stock and three-fourths of one redeemable Warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on The New York Stock Exchange (the “NYSE”) under the symbol “KWAC.U”, and the Class A Common Stock and Warrants will separately trade on NYSE under the symbols “KWAC” and “KWAC WS”, respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Class A Common Stock and Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 17. 2021 |
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: February 17, 2021 | ||
Exhibit 99.1
Kingswood Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing on or about February 17, 2021
February 17, 2021
NEW YORK—(BUSINESS WIRE)—Kingswood Acquisition Corp. announced today that holders of the units sold in the Company’s initial public offering of 11,500,000 units completed on November 24, 2020 (the “offering”) may elect to separately trade the shares of Class A common stock and warrants included in the units commencing on or about February 17, 2021. Any units not separated will continue to trade on The New York Stock Exchange (the “NYSE”) under the symbol “KWAC.U”, and each of the shares of Class A common stock and warrants will separately trade on the NYSE under the symbols KWAC” and “KWAC WS,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.
The offering was made only by means of a prospectus. Copies of the prospectus related to this offering may be obtained from Oppenheimer & Co. Inc. at 85 Broad St., New York, NY 10004.
A registration statement relating to the securities was declared effective by the Securities and Exchange Commission (“SEC”) on November 19, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these 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 any such state or jurisdiction.
About KWAC
Kingswood Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company intends to identify a target business in the financial services industry with a focus on delivering differentiated financial services in the wealth management, financial advisory and investment management sectors to the mass affluent and private client investor community. Kingswood Acquisition Corp. is led by Gary Wilder, Group CEO of Kingswood (AIM: KWG) and Executive Chairman of Kingswood US, who serves as Executive Chairman and Director, and Michael Nessim, President of Kingswood US and CEO of Benchmark Investments, who serves as CEO and Director. Kingswood Acquisition Corp.’s Board of Directors includes Larry Roth, managing partner of RLR Strategic Partners LLC, a consulting firm to senior management teams, boards of directors and advisory boards of wealth management firms and former Chief Executive Officer of Cetera Financial Group.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement for the initial public offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts
For
media:
Joseph Kuo / Andrew Wang
Haven Tower Group
424 317 4851 or 424 317 4859
jkuo@haventower.com or awang@haventower.com
For
investors:
Gary Wilder
Executive Chairman
Kingswood Acquisition Corp.
+447770337995
gary.wilder@moorparkcapital.com
Michael
Nessim
Chief Executive Officer
Kingswood Acquisition Corp.
917-848-0971
mnessim@benchmarkinvestments.com