Exhibit 3.1

FIFTH AMENDMENT

TO THE

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

KINGSWOOD ACQUISITION CORP.

November 17, 2023

KINGSWOOD ACQUISITION CORP., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

The name of the Corporation is “Kingswood Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 27, 2020 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation, which both amended and restated the provisions of the Original Certificate, was filed in the office of the Secretary of State of the State of Delaware on August 17, 2020 (the “Amended and Restated Certificate of Incorporation”), a Second Amended and Restated Certificate of Incorporation, which both amended and restated the provisions of the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 12, 2020 (the “Second Amended and Restated Certificate of Incorporation”), an Amendment to the Second Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on May 20, 2022 (the “First Amendment”), a Second Amendment to the Second Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the state of Delaware on November 23, 2022 (the “Second Amendment”), a Third Amendment to the Second Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the state of Delaware on May 18, 2023 (the “Third Amendment”), and a Fourth Amendment to the Second Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State on August 17, 2023 (the “Fourth Amendment”). The Second Amended and Restated Certificate of Incorporation as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment is referred to herein as the “Charter”.

This fifth amendment to the Second Amended and Restated Certificate of Incorporation (this “Fifth Amendment”) further amends the Charter.

This Fifth Amendment was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

The text of Section 9.1(b) of Article IX of the Charter is hereby amended by deleting the following words:

“November 24, 2023”

and replacing them with the following:

“February 24, 2024”;

The text of Section 9.2(d) of Article IX of the Charter is hereby amended by deleting the following words:

“November 24, 2023”

and replacing them with the following:

“February 24, 2024”; and

The text of Section 9.7 of Article IX of the Charter is hereby amended by deleting the follow words:

“November 24, 2023”

and replacing them with the following:

“February 24, 2024”.

IN WITNESS WHEREOF, Kingswood Acquisition Corp. has caused this Fifth Amendment to be duly executed in its name and on its behalf by an authorized officer as of this 17th day of November, 2023.

	KINGSWOOD ACQUISITION CORP.

	By:	/s/Michael Nessim
	Name:	Michael Nessim
	Title:	Chief Executive Officer

Kingswood Acquisition Corp. 8-K