Item 1.01. Entry into a Material Definitive Agreement

On July 7, 2022, Kingswood Acquisition Corp., a Delaware corporation ("Kingswood"), Binah Capital Group, Inc., a Delaware corporation and wholly-owned subsidiary of Kingswood ("Holdings"), Kingswood Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings ("Kingswood Merger Sub"), Wentworth Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings ("Wentworth Merger Sub"), and Wentworth Management Services LLC, a Delaware limited liability company ("Wentworth"), entered into an agreement and plan of merger (the "Merger Agreement") pursuant to which Kingswood will acquire Wentworth for consideration of a combination of shares in Holdings and assumption of indebtedness (as further explained below). The terms of the Merger Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the mergers and the other transactions contemplated thereby, are summarized below. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement.





The Merger Agreement

Structure of the Transaction

The acquisition is structured as a "double dummy" transaction, resulting in the following:





  (a) Each of Holdings, Kingswood Merger Sub and Wentworth Merger Sub are newly
      formed entities that were formed for the sole purpose of entering into and
      consummating the transactions set forth in the Merger Agreement. Holdings is
      a wholly-owned direct subsidiary of Kingswood and both Kingswood Merger Sub
      and Wentworth Merger Sub are wholly-owned direct subsidiaries of Holdings.




  (b) Upon Closing: (i) Kingswood Merger Sub will merge with and into Kingswood
      (the "Kingswood Merger"), with Kingswood surviving the Kingswood Merger as a
      wholly owned subsidiary of Holdings (the "Kingswood Surviving Company"); and
      (ii) simultaneously with the Kingswood Merger, Wentworth Merger Sub will
      merge with and into Wentworth (the "Wentworth Merger"), with Wentworth
      surviving the Wentworth Merger as a wholly-owned subsidiary of Holdings (the
      "Wentworth Surviving Company"). Kingswood Surviving Company will acquire,
      and Holdings will contribute to Kingswood Surviving Company (the "Holdings
      Contribution") all units of the Wentworth Surviving Company directly held by
      Holdings after the Wentworth Merger, such that, following the Holdings
      Contribution, the Wentworth Surviving Company will be a wholly-owned
      subsidiary of the Kingswood Surviving Company (together with the Kingswood
      Merger, the Wentworth Merger and the other transactions related thereto, the
      "Transactions").

  (c) In addition, contemporaneously with the execution of the Merger Agreement,
      (i) certain holders of Wentworth's membership units ("Wentworth
      Securityholders") representing a majority of Wentworth's outstanding
      membership interests entered into a Wentworth Support Agreement (the
      "Wentworth Support Agreement"), pursuant to which such Wentworth Members
      agreed, among other things, to approve the Merger Agreement and the
      Transactions, and (ii) certain holders of Kingswood's common stock, par
      value $0.0001 per share ("Kingswood Common Stock"), and Kingswood Private
      Placement Warrants ("Private Placement Warrants") entered into a Founder
      Support Agreement (the "Founder Support Agreement"), pursuant to which,
      among other things, such holders of Kingswood Common Stock agreed to approve
      the Merger Agreement and the Transactions.










Consideration

The aggregate consideration payable to the Wentworth Members for the Transactions (the "Wentworth Merger Consideration") consists of Holdings Common Shares issued on the Closing Date (the "Share Consideration"), and the assumption of all indebtedness of Wentworth as of the Closing Date (the "Assumed Indebtedness").

The Wentworth Merger Consideration is equal to the quotient of: (a) the difference of (i) Enterprise Value, minus (ii) Closing Wentworth Indebtedness, minus (iii) Sponsor Share Value, minus (iv) Outstanding Transaction Expenses, minus (v) Wentworth Class B Redemption Amount, dividedby (b) the Per Share Price, subject to the Minimum Company Share Amount.

Proxy Statement/Prospectus and Stockholder Meeting

As promptly as practicable after the date of the Merger Agreement, (i) Kingswood will prepare and file with the Securities and Exchange Commission (the "SEC") the proxy statement/prospectus (as amended or supplemented from time to time, the "Proxy Statement/Prospectus") to be sent to the stockholders of Kingswood soliciting proxies from such stockholders to obtain the Kingswood Stockholder Approval (as defined in the Merger Agreement) at the meeting of Kingswood's stockholders and (ii) Holdings and Wentworth will prepare and file with the SEC a registration statement on Form S-4 or such other applicable form (the "Form S-4"), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the Holdings securities issuable in connection with the Transactions.





Closing

The Closing will be on a date that is three (3) Business Days after the date on which all Closing conditions have been satisfied or waived or such other time as Kingswood and Wentworth may mutually agree in writing.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations, warranties, and covenants of (a) Wentworth and (b) Holdings, Kingswood, Kingswood Merger Sub and Wentworth Merger Sub relating to, among other things, their ability and authority to enter into the Merger Agreement and their capitalization.





Conditions to Closing



General Conditions

The obligation of the parties to consummate the Transactions is conditioned on, among other things, the satisfaction or waiver (where permissible) by Kingswood and Wentworth of the following conditions, (a) the waiting period for the HSR Filing has expired or been terminated; (b) there shall not be in force any Law that has the effect of prohibiting or otherwise preventing the consummation of the Transactions; (c) the Offer shall have been completed in accordance with the terms of the Proxy Statement/Prospectus; (d) the Form S-4 has been effective and no stop order suspending the effectiveness of the Form S-4 is in effect and no proceedings for that purpose is pending before or threatened by the SEC; (e) the Kingswood Stockholder Approval has been obtained; (f) shares of Holdings Common Stock and Holdings Warrants issued in exchange for the Kingswood Public Warrants shall have been approved for listing on a National Exchange; (g) each party to the Registration Rights Agreement shall have delivered duly executed counterparts thereto.

Kingswood Conditions to Closing

The obligations of Kingswood to consummate the Transactions are subject to the satisfaction of conditions, any one or more of which may be waived in writing by Kingswood:





  ? Each of the representations and warranties of Wentworth relating to Corporate
    Organization of Wentworth, Subsidiaries, Due Authorization, Current
    Capitalization and Brokers' Fees, in each case shall be true and correct in
    all material respects as of the Closing Date.
  ? The representations and warranties of Wentworth relating to Absence of Changes
    shall be true and correct in all respects as of the Closing Date.
  ? Each of the representations and warranties of Wentworth contained in Merger
    Agreement shall be true and correct as of the Closing Date as though then made
    except where the failure of such representations and warranties to be so true
    and correct, individually or in the aggregate, has not had, and would not
    reasonably be expected to result in, a Material Adverse Effect.
  ? Wentworth shall have performed as of or prior to the Closing all covenants of
    Wentworth in all material respects.
  ? Wentworth shall have delivered to Kingswood a certificate signed by an officer
    of Wentworth certifying that the conditions relating to Wentworth's
    representations and warranties and covenants, have been fulfilled.
  ? Wentworth shall deliver or cause to be delivered to Kingswood a certificate of
    the secretary or other officer of Wentworth and each of its Subsidiaries as to
    (A) no amendment to the organizational documents of Kingswood or any of its
    Subsidiaries, and (B) the actions taken by the board of directors or managers
    of Wentworth to authorize the Merger Agreement.
  ? No event shall have occurred between execution of the Merger Agreement and
    Closing Date that has had a Material Adverse Effect.
  ? The amended and restated certificate of incorporation of Holdings shall have
    been adopted.
  ? The amended and restated bylaws of Holdings shall have been adopted.
  ? Wentworth shall deliver to Kingswood and Holdings, counterparts to a Lock-Up
    Agreement.
  ? Wentworth shall have delivered to Kingswood a fully executed certificate by an
    executive officer of Wentworth setting forth the Wentworth's good faith
    calculation of all Outstanding Company Expenses and the Wentworth Merger
    Consideration (including the calculation of the Company Converted Debt and the
    Minimum Company Share Amount).

Wentworth Conditions to Closing

The obligations of Wentworth to consummate the Transactions are subject to the . . .

Item 7.01. Regulation FD Disclosure.

On July 7, 2022, Kingswood and Wentworth issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Such information set forth therein shall 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 shall it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act.





Additional Information

In connection with the Transactions, Holdings intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement for the stockholders of Kingswood that also constitutes a prospectus of Holdings. Kingswood urges investors, stockholders, and other interested persons to read, when available, the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about Kingswood, Holdings, Wentworth, and the Transactions. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to stockholders of Kingswood as of a record date to be established for voting on the Transactions. Stockholders will also be able to obtain a copy of the proxy statement/prospectus, without charge by directing a request to: Kingswood Acquisition Corp., 17 Battery Place, Room 625, New York, NY 10004. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC's website (www.sec.gov).

Participants in the Solicitation

Kingswood, Holdings, Wentworth and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the Transactions under the rules of the SEC. Information about the directors and executive officers of Kingswood is set forth in Kingswood's Prospectus relating to its initial public offering (the "IPO Prospectus"), which was filed with the SEC on November 23, 2020. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the Transactions will be set forth in the proxy statement/prospectus when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.





Non-Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Kingswood, Holdings or Wentworth, nor shall there be any sale of any such 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 such state or jurisdiction. No offer of securities shall be made except by means of a definitive prospectus meeting the requirements of the Securities Act.





Forward-Looking Statements

This Current Report on Form 8-K and the attachments hereto contain forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the parties' ability to close the Transactions, the anticipated benefits of the Transactions, and the financial condition, results of operations, earnings outlook and prospects of Kingswood and/or Wentworth and may include statements for the period following the consummation of the Transactions. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Kingswood and Wentworth as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to those discussed and identified in public filings made with the SEC by Kingswood and the following:





  · expectations regarding Wentworth's strategies and future financial
    performance, including its future business plans or objectives, prospective
    performance and opportunities and competitors, revenues, products and
    services, pricing, operating expenses, market trends, liquidity, cash flows
    and uses of cash, capital expenditures, and Wentworth's ability to invest in
    growth initiatives and pursue acquisition opportunities;
  · the implementation, market acceptance and success of Wentworth's business
    model and growth strategy;
  · Wentworth's future capital requirements and sources and uses of cash;
  · Wentworth's ability to obtain funding for its operations and future growth;
  · developments and projections relating to Wentworth's competitors and industry;










  · the occurrence of any event, change or other circumstances that could give
    rise to the termination of the Merger Agreement;
  · the outcome of any legal proceedings that may be instituted against Kingswood
    or Wentworth following announcement of the Merger Agreement and the
    transactions contemplated therein;
  · the inability to complete the Transactions due to, among other things, the
    failure to obtain Kingswood stockholder approval or Kingswood's inability to
    obtain the financing necessary to consummate the Transactions;
  · the risk that the announcement and consummation of the Transactions disrupts
    Kingswood's or Wentworth's current plans;
  · the ability to recognize the anticipated benefits of the Transactions;
  · unexpected costs related to the Transactions;
  · the amount of any redemptions by existing holders of Kingswood Common Stock
    being greater than expected;
  · limited liquidity and trading of Kingswood's securities;
  · geopolitical risk, war, and changes in applicable laws or regulations;
  · the possibility that Kingswood and/or Wentworth may be adversely affected by
    other economic, business, and/or competitive factors;
  · operational risk;
  · risk that the COVID-19 pandemic, and local, state, and federal responses to
    addressing the pandemic may have an adverse effect on our business operations,
    as well as our financial condition and results of operations; and
  · the risks that the consummation of the Transactions is substantially delayed
    or does not occur.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of Kingswood and Wentworth prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Transactions or other matters addressed in this Current Report on Form 8-K and attributable to Kingswood, Wentworth or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Current Report on Form 8-K. Except to the extent required by applicable law or regulation, Kingswood and Wentworth undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of Current Report on Form 8-K to reflect the occurrence of unanticipated events.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.   Description
  2.1           Agreement and Plan of Merger, dated as of July 7, 2022, by and among
              Kingswood Acquisition Corp., Binah Capital Group, Inc., Kingswood Merger
              Sub, Inc., Wentworth Merger Sub, LLC and Wentworth Management Services
              LLC
  10.1          Founder Support Agreement, dated as of July 7, 2022, by and among
              Kingswood Acquisition Corp., Wentworth Management Services LLC and
              founding stockholders of Kingswood Acquisition Corp.
  10.2          Wentworth Support Agreement, dated as of July 7, 2022, by and among
              Wentworth Management Services LLC, Kingswood Acquisition Corp. and
              founding members of Wentworth Management Services LLC
  99.1          Press Release, dated July 7, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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