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): ~~September~~November 1317, 2023

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 None

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:

x	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
None

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 15.~~01.~~03 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

On November 17, 2023, Kingswood Acquisition Corp. (“we”, “us”, “our”, or the “Company”) filed a fifth amendment to the second amended and restated certificate of incorporation of 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 November 6, 2023, and which such terms are hereby incorporated by reference. The foregoing description of the Amendment is not intended to ~~Merger~~be ~~Agreement~~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.

AsItem ~~previously announced, Kingswood Acquisition Corp~~5.,07 aSubmission ~~Delaware~~of ~~corporation~~Matters ~~(“Kingswood”),~~to ~~Binah Capital Group, Inc.,~~ a ~~Delaware~~Vote corporation (“Holdings”), Kingswood Merger Sub, Inc., a Delaware corporation (“Kingswood Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company (“Wentworth Merger Sub”), and Wentworth Management Services LLC, a Delaware limited liability company (“Wentworth”), entered into that certain Agreement and Plan of ~~Merger,~~Security dated July 7, 2022 (“Merger Agreement”), which was subsequently amended, modified and supplemented by that certain Letter Agreement, dated as of December 30, 2022 and that certain First Amendment to Merger Agreement, dated March 20, 2023 (the Merger Agreement, as so amended, modified and supplemented the “Existing Merger Agreement”)Holders. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Merger Agreement, as further amended, modified, supplemented and/or restated by the Second Amendment (as defined below).

On November ~~September 13~~17, 2023, ~~Kingswood,~~the ~~Holdings,~~Company ~~Kingswood~~convened ~~Merger~~its ~~Sub,~~special ~~Wentworth~~meeting of stockholders (the ~~Merger~~“Special ~~Sub~~Meeting”) ~~and~~virtually, ~~Wentworth~~solely ~~entered~~with ~~into~~respect to the ~~Second~~voting ~~Amendment~~on the proposal to ~~Agreement~~extend ~~and~~the ~~Plan~~date ofby ~~Merger~~which (the Company must complete its initial business combination (“~~Second~~Business ~~Amendment~~Combination”) ~~which~~ ~~further~~from ~~amends~~November 24, ~~modifies~~2023 to February 24, 2024 (the “Extension Amendment Proposal”). A total of 3,200,826 shares of the Company’s Class A common stock and ~~supplements~~Class B common stock, or approximately 92% of the ~~Existing~~Company’s ~~Merger~~outstanding ~~Agreement~~stock toas of November 1, ~~among~~2023, ~~other~~the ~~things:~~record date for the Special Meeting, were represented virtually or by proxy at the Special Meeting.

·The following Tois ~~add~~a ~~definitions~~brief ~~for~~description ~~(x) “Additional Sponsor Loans” to mean an additional $250,000 to be loaned to Kingswood by Sponsor or an Affiliate~~ of ~~Sponsor between~~ the ~~date~~final ofvoting ~~the~~results ~~Second~~for ~~Amendment~~each ~~and~~of the ~~Closing~~proposals ~~Date;~~submitted ~~and (y) “Additional Shares of Holdings Common Stock”~~ to ~~mean~~a ~~1,100,000~~vote ~~shares~~ of ~~Holdings Common Stock to be issued to those certain holders of Continuing Company Units in~~ the ~~amounts~~stockholders ~~determined~~at by the Special ~~Company~~Meeting ~~and~~on ~~provided~~November to17, ~~Kingswood and Holdings in writing prior to the filing of the final amendment to the Form S-4;~~2023.

·Extension Amendment ToProposal amend the definition of “Company Merger Consideration” to mean (i) 12,000,000 shares of Holdings Common Stock at the Per Share Price (excluding any amount of Holdings Warrants issued or issuable to Continuing Company Unit Holders), plus (ii) the Additional Shares of Holdings Common Stock;

· To consider ~~delete~~and vote upon a proposal to amend the ~~definitions~~Company’s second amended and restated certificate of ~~“Converted~~incorporation ~~Company~~as ~~Debt~~amended ~~Amount~~(the “Charter”) ~~and~~pursuant to a fourth amendment to the Charter to extend the date (the “~~Minimum~~Extension”) by which the Company must ~~Share~~(1) ~~Amount~~effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (an “initial business combination”), ~~and~~(2) ~~references~~cease its operations except for the purpose of winding up if it fails to complete such ~~terms~~initial business combination and (3) redeem 100% of the Company’s Class A common stock included as part of the units sold in the ~~Existing~~Company’s ~~Merger~~initial ~~Agreement;~~public offering that was consummated on November 24, 2020, from November 24, 2023 to February 24, 2024 (the “Extension” and such date, the “Extended Date”).

·The Extension ToAmendment ~~amend~~Proposal ~~and~~was ~~restate Section 2~~approved.~~09(d)(i)~~ toThe ~~provide~~voting ~~for~~results of the ~~forfeiture~~shares ~~by Kingswood Global Sponsor, LLC (“Sponsor”)~~ of ~~3,084,450~~the ~~SPAC~~Common ~~Private~~Stock ~~Placement~~were ~~Warrants~~as ~~immediately prior to the Effective Time;~~follows:

· To amend Section 2.09(b) to provide for the escrow (or at Sponsor’s option, forfeiture) of 1,100,000 shares of Holdings Common Stock that would otherwise be issued to Sponsor in respect of its SPAC Common Stock at Closing and the release of such shares (or in the case of forfeiture, reissuance of an equal number of shares) to Sponsor if the VWAP of Holdings Common Stock exceeds $12.00 for 20 trading days within any 30-day trading period during the four-year period following Closing;

For	Against	Abstentions
3,200,824	2	0

·Adjournment Proposal To amend Section 2.11(d) to provide that (i) the Additional Shares of Holdings Common Stock will not be subject to the Lock-Up Agreement (as defined in the Merger Agreement), and (ii) Craig Gould has the ability to release PPD Group, LCC and/or Wentworth Funding, LLC (or any of their ultimate beneficial owners who receive Holdings Common Stock) and the Holdings Common Stock owned by such holders from the obligations under the Lock-Up Agreement to the extent necessary to cause Holdings to satisfy the initial listing requirements of the National Exchange upon which the Holdings Common Stock has applied to be listed;

· To consider ~~amend~~and ~~Section~~vote ~~2.16~~upon toa ~~provide~~proposal ~~that~~to ifadjourn the ~~Closing~~Special ~~does~~Meeting ~~not~~to ~~occur~~a ~~then~~later ~~SPAC~~date ~~shall~~or ~~promptly~~dates, ~~reimburse~~if necessary (i) to ensure that any supplement or amendment to the ~~Company~~accompanying proxy statement that the ~~amount~~Board ofhas ~~such~~determined ~~SPAC~~in ~~Extension~~good ~~Costs~~faith ~~and~~is ifrequired ~~Closing~~by ~~does~~applicable ~~not~~law ~~occur~~to ~~due~~be disclosed to the ~~SPAC’s~~Company ~~failure~~stockholders toand ~~satisfy~~for ~~any~~such ofsupplement ~~the~~or ~~conditions~~amendment ~~precedent~~ to ~~Closing~~be ~~that~~promptly ~~are~~disseminated ~~reasonably~~to ~~with~~Company stockholders prior to the ~~control~~Special Meeting, of(ii) ~~SPAC~~if, ~~SPAC~~as ~~shall~~of ~~reimburse~~the ~~and~~time ~~pay~~for towhich the ~~Company~~Special upMeeting tois ~~$150~~originally scheduled,~~000~~ there are insufficient shares of ~~costs~~Common ~~and~~Stock represented ~~other~~(either ~~expenses~~in ~~actually~~person ~~reimbursed~~or by ~~Wentworth~~proxy) to constitute a quorum necessary to conduct business at the ~~prospective~~Special ~~purchaser~~Meeting or (iii) to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the ~~Series~~approval Aof ~~PIPE;~~the Extension Amendment Proposal.

·The Adjournment ToProposal ~~further~~was ~~amend~~not ~~Section~~acted ~~2.16~~upon ~~to provide Wentworth with the option to cause the outstanding Sponsor Loans and Additional Sponsor Loans to be repaid by Holdings~~ at the ~~Closing~~Special either (A) through the issuance of shares of Holdings Common Stock of equal value, or (B) in immediately available funds, provided, however, that in case of clause (B) Sponsor will be required to surrender a number of shares of Holdings Common Stock of equal value otherwise issuable to it in connection with the Closing;Meeting.

·Item ~~To further amend Section 2~~8.1601 toOther require the Outstanding SPAC Expenses incurred by Kingswood in connection with any prior business combination not consummated by Kinsgswood (“Prior Expenses”) to be allocated to the holders of shares of SPAC Class B Common Stock (“Founders”) on a pro-rata basis, and be repaid by (A) such Founder in exchange for the issuance to such Founder a number of shares of Holdings Common Stock of equal value, or (B) Holdings in exchange for such Founder’s surrender of a number of shares of Holdings Common Stock of equal value;Events.

·On November To17, ~~further~~2023, ~~amend~~Company ~~Section~~notified ~~2.16~~Continental toStock ~~provide~~Transfer ~~Wentworth~~& ~~the~~Trust ~~option~~Company (~~subject~~“CST”) tothat ~~the~~it ~~prior~~was ~~written~~exercising ~~consent~~its ~~of Kingswood)~~ option to ~~pay~~extend ~~any~~the ~~Outstanding~~time ~~Company~~available ~~Expenses~~to ~~owed~~consummate toa ~~unrelated~~Business ~~third~~Combination ~~parties~~by ~~prior~~an toadditional ~~the~~3 ~~Closing~~months, inthereby ~~exchange~~extending ~~for~~ the ~~issuance~~de-SPAC ofdeadline ~~number~~from November of24, ~~additional~~2023 ~~shares~~to ofFebruary ~~Holdings~~24, ~~Common Stock of equal value;~~2024.

· To amend and restate the covenants and agreements in Section 7.10 to (A) require each of Wentworth, Kingswood and Holdings to use their commercially reasonable best efforts to enter into and consummate subscription agreements with investors relating to a private placement of shares in Wentworth, Kingswood and/or Holdings, and/or the entry into backstop arrangements with potential investors, and (B) acknowledge and agree that the proposed issuance and sale by Holdings at Closing of up to 1,500,000 Series A Convertible Preferred Stock of Holdings on the terms set forth on the term sheet dated August 9, 2023 has been agreed upon by each of Wentworth, Kingswood and Holdings;Disclaimer

·This ToCurrent ~~amend~~Report on Form 8-K is for informational purposes only and ~~restate~~is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the ~~closing~~solicitation ~~condition~~of any vote in ~~Section~~any ~~8.03(h)~~jurisdiction pursuant to ~~require~~ the ~~Sponsor~~proposed ~~Loans~~transactions ~~and~~or ~~Additional~~otherwise, ~~Sponsor~~nor ~~Loans~~shall there be ~~paid~~any insale, ~~full~~issuance ~~prior~~or totransfer or ~~substantially~~securities ~~concurrently~~in ~~with~~any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the ~~Closing;~~requirements of Section 10 of the Securities Act of 1933, as amended.

·INVESTMENT ToIN ~~amend~~ANY ~~and~~SECURITIES DESCRIBED ~~restate~~HEREIN ~~the~~HAS ~~closing~~NOT ~~condition~~BEEN inAPPROVED ~~Section~~OR ~~8.03~~DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (k“SEC”) toOR ~~require~~ANY ~~the~~OTHER ~~Available~~REGULATORY AUTHORITY ~~Closing~~NOR ~~Date~~HAS ~~Cash~~ANY ~~not~~AUTHORITY bePASSED ~~less~~UPON ~~than~~OR ~~$14,000,000;~~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 ToInformation ~~amend~~About ~~and restate~~ the ~~closing condition in Section 8.03(l) to require the Company Merger Consideration to be issued prior to or substantially concurrently with the Closing;~~Transactions

·In Toconnection ~~amend~~with the Special ~~definition~~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 ~~“Termination~~the ~~Date”~~record bydate ~~replacing~~for ~~“June~~the 30Special Meeting. Company’s stockholders can also obtain copies of the definitive proxy statement, ~~2023”~~and all other relevant documents filed or that will be filed with ~~“November~~the 24SEC in connection with the Special Meeting, without ~~2023~~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; ~~and~~Tel: (212) 404-7002; mnessim@kingswoodus.com.

·Participants ~~To amend and restate the termination rights~~ in ~~Section 9.01(c) to allow for~~ the ~~termination of the Merger Agreement if the conditions specified in Section 8.03(k) and 8.03(l) are not capable of being satisfied at the Closing.~~Solicitation

~~Other~~Company ~~than~~and ascertain ~~expressly~~of their ~~modified~~respective bydirectors, executive officers and other members of management and employees may be deemed participants in the ~~Second~~solicitation of ~~Amendment,~~proxies of Company’s stockholders in connection with the ~~Existing~~Special Meeting. COMPANY’S STOCKHOLDERS AND OTHER INTERESTED PERSONS ~~Merger~~MAY ~~Agreement~~OBTAIN, ~~remains~~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, 2022, WHICH WAS FILED WITH THE SEC ON APRIL 17, 2023. 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 SPECIAL MEETING 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 ~~full~~the ~~force~~solicitation ~~and~~of ~~effect~~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.

~~The~~Forward ~~foregoing descriptions of the Second Amendment and the Existing~~Looking Merger Agreement do not purport to be complete and are qualified in their entirety by reference to (i) the full text of the Second Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference, (ii) the full text of Agreement and Plan of Merger, dated July 7, 2022, which was filed as Exhibit 2.1 to the Current Report on Form 8-K and filed by Kingswood with the Securities and Exchange Commission on July 7, 2022, (iii) the full text of that certain Letter Agreement, dated as of December 30, 2022, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Kingswood with the Securities and Exchange Commission on January 4, 2023, and (iv) the full text of that certain First Amendment to Merger Agreement, dated as of March 20, 2023, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Kingswood with the Securities and Exchange Commission on March 20, 2023.Statements

~~About~~The ~~Kingswood~~disclosure ~~Acquisition~~herein includes ~~Corp~~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.

~~Kingswood~~Item is a blank check company incorporated under the laws of the State of Delaware on July 27, 2020, for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses, which we refer to as our initial business combination9.01 ~~While~~Financial weStatements ~~may pursue our initial business combination target in any stage of its corporate evolution or in any industry or sector, we are focusing our search on companies with favorable growth prospects~~ and ~~attractive returns on invested capital~~Exhibits.

~~Additional~~(d) ~~Information and Where to Find It~~Exhibits

This Current Report on Form 8-K relates to a proposed transaction between Kingswood, Holdings, Kingswood Merger Sub, Wentworth Merger Sub and Wentworth. In connection with the transaction described herein, Kingswood and Wentworth intend to cause Holdings, to file relevant materials with the SEC, including a proxy statement/prospectus. The ~~proxy~~following ~~statement/prospectus~~exhibit ~~will~~is be sent to all Kingswood stockholders. Kingswood and Holdings will also file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Kingswood are urged to read the S-4 Registration Statement, the proxy statement/prospectus and all other relevant documents filed ~~or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.~~herewith:

Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov or by directing a request to the Company at Michael Nessim, Chief Executive Officer, Kingswood Acquisition Corp., Email: mnessim@kingswoodus.com, (212) 404-7002.

Exhibit No.		Description of Exhibits
3.1		Fifth Amendment to Second Amended and Restated Certificate of Incorporation of the Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Participants~~SIGNATURE ~~in the Solicitation~~

~~Kingswood,~~Pursuant ~~Holdings, Kingswood Merger Sub, Wentworth Merger Sub, Wentworth and their respective directors and executive officers may be deemed~~ to ~~be participants in~~ the ~~solicitation~~requirements of ~~proxies from~~ the ~~Kingswood’s stockholders in connection with the proposed transaction. Information about the Kingswood’s directors~~Securities ~~and~~Exchange ~~executive~~Act ~~officers and their ownership~~ of ~~the~~1934, ~~Company’s securities is set forth in~~ the ~~Kingswood’s~~registrant ~~filings~~has ~~with~~duly ~~the~~caused ~~SEC. Additional~~this ~~information~~report ~~regarding~~to ~~the interests of those persons and other persons who may~~ be ~~deemed~~signed ~~participants~~on inits ~~the~~behalf ~~proposed transaction may be obtained~~ by ~~reading~~ the ~~proxy~~undersigned ~~statement/prospectus~~hereunto ~~regarding~~duly ~~the proposed transaction when it becomes available~~authorized. ~~You may obtain free copies of these documents as described in the preceding paragraph.~~

Non-Solicitation

	KINGSWOOD ACQUISITION CORP.

Dated: November 17, 2023	By:	/s/ Michael Nessim
	Name:	Michael Nessim
	Title:	Chief Executive Officer

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 potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Kingswood, Holdings, Kingswood Merger Sub, Wentworth Merger Sub 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 prospectus meeting the requirements of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Second Amendment to Agreement and Plan of Merger, dated as of September 13, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 18, 2023

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