Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 20, 2022, the Company filed an amendment to the second amended and
restated certificate of incorporation of Kingswood Acquisition Corp. (the
"Company") with the Secretary of the State of Delaware (the "Amendment"). The
material terms of the Amendment are fully described in the Company's definitive
proxy statement filed with the Commission on Schedule 14A on May 6, 2022, and
which such terms are hereby incorporated by reference. The foregoing description
of the Amendment is not intended to be complete and is qualified in its entirety
by reference to the Amendment, a copy of which is attached as Exhibit 3.1 to
this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 18, 2022, the Company convened its special meeting in lieu of an annual
meeting of stockholders (the "Special Meeting") virtually, solely with respect
to the voting on the proposal to extend the date by which the Company must
complete its initial business combination ("Business Combination") from May 24,
2022 to November 24, 2022 (the "Extension Amendment Proposal"). A total of
14,479,000 shares of the Company's Class A common stock and Class B common
stock, or 79% of the Company's outstanding stock as of May 18, 2022, the record
date for the Special Meeting, were represented virtually or by proxy at the
Special Meeting.
The following is a brief description of the final voting results for each of the
proposals submitted to a vote of the stockholders at the Special Meeting on May
18, 2022.
Extension Amendment Proposal
To consider and vote upon the Extension Amendment Proposal to amend the
Company's second amended and restated certificate of incorporation to extend the
date by which the Company has to consummate a business combination (the
"Extension") from May 24, 2022 to November 24, 2022 (the "Proposed
Transaction"); a copy of the proposed amendment to the Company's second amended
and restated certificate of incorporation to effectuate the Extension is
attached to the Proxy statement as Annex A.
The Extension Amendment Proposal was approved. The voting results of the shares
of the Common Stock were as follows:
For Against Abstentions
9,884,444 1,535,252 0
The Adjournment Proposal
To consider and vote upon a proposal to adjourn the Special Meeting to a later
date or dates, if necessary (i) to ensure that any supplement or amendment to
the accompanying proxy statement that the Board has determined in good faith is
required by applicable law to be disclosed to the Company stockholders and for
such supplement or amendment to be promptly disseminated to Company stockholders
prior to the Special Meeting, (ii) if, as of the time for which the Special
Meeting is originally scheduled, there are insufficient shares of Common Stock
represented (either in person or by proxy) to constitute a quorum necessary to
conduct business at the Special Meeting or (iii) to permit further solicitation
and vote of proxies if there are insufficient votes for, or otherwise in
connection with, the approval of the Extension Amendment Proposal.
The Adjournment Proposal was not acted upon at the Special Meeting.
Item 8.01 Other Events.
Business Combination Extension
On April 13, 2022, Company notified Continental Stock Transfer & Trust Company
that it was exercising its option to extend the time available to consummate a
Business Combination by an additional 6 months, thereby extending the de-SPAC
deadline from May 24, 2022 to November 24, 2022. Furthermore, in accordance with
the Investment Management Trust Agreement between Company and Continental Stock
Transfer & Trust Company, dated November 19, 2020, Company authorized the
trustees to deposit $60,969 into the trust account on or about May 18, 2022.
Disclaimer
This Current Report on Form 8-K is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities or the solicitation of any vote in any jurisdiction
pursuant to the proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer or securities in any jurisdiction in contravention of
applicable law. No offer 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.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION ("SEC") OR ANY OTHER
REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF
THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Additional Information About the Transactions
In connection with the Special Meeting, Company has filed with the SEC and sent
to its stockholders a definitive proxy statement. COMPANY'S STOCKHOLDERS AND
OTHER INTERESTED PERSONS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS
WELL AS ANY AMENDMENTS THERETO, IN CONNECTION WITH COMPANY'S SOLICITATION OF
PROXIES FOR THE SPECIAL MEETING TO APPROVE THE EXTENSION AMENDMENT PROPOSAL AND
THE OTHER PROPOSALS SET FORTH THEREIN, BECAUSE IT CONTAINS IMPORTANT INFORMATION
ABOUT THE SPECIAL MEETING. The definitive proxy statement has been mailed to
Company's stockholders as of the record date for the Special Meeting. Company's
stockholders can also obtain copies of the definitive proxy statement, and all
other relevant documents filed or that will be filed with the SEC in connection
with the Special Meeting, without charge, at the SEC's website at
http://www.sec.gov or by directing a request to: Kingswood Acquisition Corp.,
Michael Nessim, Chief Executive Officer, 17 Battery Place, Room 625, New York,
NY 10004; Tel: (212) 404-7002; mnessim@kingswoodus.com.
Participants in the Solicitation
Company and certain of their respective directors, executive officers and other
members of management and employees may be deemed participants in the
solicitation of proxies of Company's stockholders in connection with the Special
Meeting. COMPANY'S STOCKHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN, WITHOUT
CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF
COMPANY IN ITS 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 SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION OF
PROXIES TO COMPANY'S STOCKHOLDERS IN CONNECTION WITH THE (A) SPECIAL MEETING IS
SET FORTH IN THE DEFINITIVE PROXY STATEMENT THAT COMPANY HAS FILED FOR THE
SPECIAL MEETING AND OTHER MATTERS TO BE VOTED AT THE PROPOSED TRANSACTION
SPECIAL MEETING WILL BE SET FORTH IN THE REGISTRATION STATEMENT FOR THE PROPOSED
TRANSACTION WHEN AVAILABLE. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the Special
Meeting is included in the definitive proxy statement that Company has filed
with the SEC for the Special Meeting.
Forward Looking Statements
The disclosure herein includes certain statements that are not historical facts
but are forward-looking statements for purposes of the safe harbor provisions
under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding projections, estimates and forecasts of
revenue and other financial and performance metrics and projections of market
opportunity and expectations, Company's ability to enter into a definitive
business combination agreement and Company's ability to obtain the financing
necessary to consummate the potential business combination transaction. These
statements are based on various assumptions and on the current expectations of
Company's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Company. These forward- looking statements are subject
to a number of risks and uncertainties, including: Company's ability to enter
into a definitive agreement with respect to the proposed business combination or
consummate a transaction; the risk that the approval of the shareholders of
Company for the potential transaction is not obtained; failure to realize the
anticipated benefits of the potential transaction, including as a result of a
delay in consummating the potential transaction or difficulty in integrating the
businesses of Company; the amount of redemption requests made by Company's
shareholders and the amount of funds remaining in Company's trust account after
satisfaction of such requests; those factors discussed in Company's amended
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the
heading "Risk Factors," and other documents of Company filed, or to be filed,
with the SEC. If the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that Company presently
does not know or that Company currently believes are immaterial that could also
cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Company's
expectations, plans or forecasts of future events and views as of the date
hereof. Company anticipates that subsequent events and developments will cause
Company's assessments to change. However, while Company may elect to update
these forward-looking statements at some point in the future, Company
specifically disclaims any obligation to do so. These forward-looking statements
should not be relied upon as representing Company's assessments as of any date
subsequent to the date of this disclosure statement. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amendment to Second Amended and Restated Certificate of
Incorporation of the Company
99.1 Company Press Release, dated May 23, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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