UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 7.01. Regulation FD Disclosure.
On May 13, 2022, Kingswood Acquisition Corp. (“KWAC”) issued a press release announcing its entry into a non-binding letter of intent for a business combination between KWAC and Wentworth Management Services LLC (“Wentworth”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The target is a platform of RIAs/broker dealers which employ differentiated advisor business models with a shared support services backbone, providing optionality to their advisors and investors. Wentworth offers advisors the ability to choose between hybrid, independent and W2 advisor models, as well as the ability to utilize a variety of custody and clearing firms. Wentworth’s shared services platform allows advisors to run their business more efficiently and effectively. As of December 31, 2021, Wentworth had over 1,500 advisors with over $20 billion of assets under management and over $375 billion of affiliated assets under management. KWAC and Wentworth have completed due diligence and are in the process of negotiating definitive transaction documentation.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Important Information and Where to Find It
KWAC has mailed to its shareholders of record as of April 25, 2022 a definitive proxy statement (along with the Definitive Additional Materials filed on May 6, 2022, the “Extension Proxy Statement”) for a special meeting of shareholders to be held on May 18, 2022 to approve an extension of time for KWAC to complete an initial business combination through November 24, 2022 (the “Extension Proposal”). Shareholders may obtain a copy of the Extension Proxy Statement, without charge, by directing a request to: Kingswood Acquisition Corp., 17 Battery Place, Room 625, New York, NY 10004. The Extension Proxy Statement can also be obtained, without charge, at the U.S. Securities and Exchange Commission (the “SEC”)’s website (www.sec.gov).
If a legally binding definitive agreement with respect to the proposed business combination is executed KWAC intends to file a preliminary proxy statement (a “Deal Proxy Statement”) with the SEC. A definitive Deal Proxy Statement will be mailed to shareholders of KWAC as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a copy of the Deal Proxy Statement, without charge, by directing a request to: Kingswood Acquisition Corp., 17 Battery Place, Room 625, New York, NY 10004. The preliminary and definitive Deal Proxy Statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
KWAC urges investors, shareholders, and other interested persons to read the Extension Proxy Statement and, when available, the preliminary Deal Proxy Statement as well as other documents filed with the SEC because these documents do and will contain important information about KWAC, the Proxy Extension Proposal, the potential target company and the proposed transaction.
Participants in the Solicitation
KWAC and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the Extension Proposal and the potential transaction described herein under the rules of the SEC. Information about the directors and executive officers of KWAC is set forth in KWAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 31, 2022. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction will be set forth in the Deal Proxy Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This current report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This current report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
| Item 9.01. | Financial Statement and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Company Press Release, dated May 13, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
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: May 13, 2022 | ||