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): ~~January~~February 1720, 2024 ~~(January 16, 2024)~~

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)

¨x 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 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure

~~Amendment~~Kingswood toAcquisition ~~Merger~~Corp. ~~Agreement~~a Delaware corporation (“we”, “us”, “our”, or the “Company”) today issued a press release making certain announcements regarding two upcoming special meetings of its stockholders.

AsThe ~~previously~~information ~~announced,~~in ~~Kingswood~~this ~~Acquisition Corp~~Item 7.01, aincluding Exhibit ~~Delaware corporation (“Kingswood”)~~99.1, ~~Binah~~is ~~Capital~~furnished ~~Group,~~and ~~Inc.,~~shall anot ~~Delaware~~be ~~corporation~~deemed (“~~Holdings~~filed”~~), Kingswood~~ ~~Merger~~for ~~Sub,~~purposes ~~Inc.,~~of aSection ~~Delaware~~18 ~~corporation~~of ~~(“Kingswood~~the ~~Merger~~Securities ~~Sub”),~~Exchange ~~Wentworth~~Act ~~Merger~~of ~~Sub~~1934, ~~LLC, a Delaware~~ ~~limited~~as ~~liability~~amended ~~company~~ (the “~~Wentworth~~Exchange ~~Merger Sub~~Act”), ~~and~~or ~~Wentworth~~otherwise ~~Management~~subject ~~Services~~to ~~LLC,~~liabilities aunder ~~Delaware~~that ~~limited liability company (“Wentworth”)~~section, ~~entered into that certain Agreement~~ and ~~Plan~~shall ofnot ~~Merger,~~be ~~dated~~deemed ~~July 7, 2022 (“Merger~~to ~~Agreement”),~~be ~~which~~incorporated ~~was subsequently amended, modified and supplemented~~ by ~~that~~reference ~~certain~~into ~~Letter~~the ~~Agreement,~~filings ~~dated as~~ of ~~December 30,~~the ~~2022,~~Company ~~that~~under ~~certain~~the ~~First~~Securities ~~Amendment~~Act toof ~~Merger Agreement~~1933, ~~dated~~as ~~March~~amended ~~20,~~(the ~~2023~~“Securities ~~and that certain Second Amendment to Merger Agreement,~~Act”) ~~dated~~or ~~September 13, 2023 (~~the ~~Merger~~Exchange ~~Agreement~~Act, asregardless soof ~~amended,~~any ~~modified~~general ~~and~~incorporation ~~supplemented~~language ~~the~~in ~~“Existing~~such ~~Merger Agreement”)~~filings. ~~Capitalized~~ ~~terms~~This ~~used~~Current ~~but~~Report ~~not~~on ~~defined~~Form ~~herein~~8-K ~~shall~~will ~~have~~not ~~the~~be ~~meanings~~deemed an ~~ascribed~~admission as to ~~such terms in~~ the ~~Existing~~materiality ~~Merger~~of ~~Agreement,~~any asof ~~further amended,~~the ~~modified,~~information ~~supplemented~~in ~~and/or~~this ~~restated~~Item by7.01, ~~the~~including ~~Second~~Exhibit ~~Amendment (as defined below)~~99.1.

OnAbout ~~January 16, 2024, Kingswood, Holdings, Kingswood Merger Sub, Wentworth Merger Sub and Wentworth entered into~~ the Third Amendment to Merger Agreement (the “Third Amendment”) which further amends, modifies, and supplements the Existing Merger Agreement to amend the definition of “Termination Date” by replacing “November 24, 2023” with “February 24, 2024”.Company

~~Other~~The ~~than~~Company asis ~~expressly~~a ~~modified~~blank bycheck ~~the~~company ~~Third~~incorporated ~~Amendment~~under the laws of the State of Delaware on July 27, ~~dated~~2020 asfor the purpose of ~~January~~effecting 16a merger, ~~2024~~share ~~filed~~exchange, asasset ~~Exhibit~~acquisition, ~~10.1~~stock purchase, torecapitalization, ~~this~~reorganization, ~~Current~~or ~~Report~~similar onbusiness ~~Form~~combination ~~8-K~~with one or more businesses, which is referred to herein as an initial business combination. While the ~~Existing~~Company ~~Merger~~may ~~Agreement~~pursue ~~remains~~an initial business combination target in any stage of its corporate evolution or in ~~full~~any ~~force~~industry or sector, the Company is focusing its search on companies with favorable growth prospects and ~~effect~~attractive returns on invested capital.

~~The~~Cautionary ~~foregoing~~Statement ~~descriptions~~Regarding of the Third Amendment and the Existing Merger Agreement do not purport to be complete and are qualified in its entirety by reference to (i) the full text of the Third 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 8Forward-~~K and filed by Kingswood with the Securities~~Looking and Exchange Commission on July 7, 2022, (ii) the full text of that certain Side 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, (iii) 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, and (iv) the full text of that certain Second Amendment to Merger Agreement, dated as of September 13, 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 September 18, 2023.Statements

~~About~~Certain ~~Kingswood~~statements ~~Acquisition~~herein ~~Corp~~may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Forward-looking statements are statements that are not historical facts, and are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Factors that may cause such differences include, without limitation, the Company’s ability to accurately calculate the amount of taxes owed that can be withdrawn from interest earned in the trust account, the amount of funds that may be available in the Company’s trust account following redemptions, permitted withdrawals, and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (“Commission”), including the definitive proxy statement relating the special meeting of the Company’s stockholders to vote upon an extension of the date by which the Company must effectuate an initial business combination or redeem all of its Class A common stock included as part of the units sold in the Company’s initial public offering from February 24, 2024 to March 15, 2024 (the “Extension Meeting”), the definitive proxy statement relating the special meeting of the Company’s stockholders to vote upon the Company’s initial business combination and related matters (the “Business Combination Meeting”) and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, in each case under the heading “Risk Factors,” and other documents the Company has filed, or will file, with the Commission.

~~Kingswood~~Readers isare acautioned ~~blank~~not ~~check~~to ~~company~~place ~~incorporated~~undue reliance ~~under~~upon ~~the~~any ~~laws~~forward-looking ~~of the State of Delaware on July 27~~statements, ~~2020,~~which ~~for~~speak ~~the~~only ~~purpose~~as of ~~effecting~~the adate ~~merger,~~made. ~~share~~The ~~exchange,~~Company ~~asset~~expressly ~~acquisition,~~disclaims ~~stock purchase,~~any ~~recapitalization,~~obligations ~~reorganization,~~ or ~~similar~~undertaking to ~~business~~release ~~combination~~publicly ~~with~~any ~~one~~updates or ~~more~~revisions ~~businesses, which we refer~~ to asany ~~our~~forward-looking ~~initial business~~statements ~~combination.~~contained ~~While~~herein weto ~~may~~reflect ~~pursue~~any ~~our~~change ~~initial business combination target~~ in ~~any~~the ~~stage~~Company’s expectations ofwith ~~its~~respect ~~corporate~~thereto ~~evolution~~ or in any ~~industry or~~change ~~sector~~in events, weconditions ~~are~~or ~~focusing~~circumstances ~~our search~~ on ~~companies~~which ~~with~~any ~~favorable~~statement ~~growth~~is ~~prospects and attractive returns on invested capital~~based.

~~Additional~~Participants ~~Information~~in ~~and~~the ~~Where to Find It~~Solicitation

~~This~~The ~~Current~~Company ~~Report~~and onits ~~Form 8-K relates to a proposed transaction between Kingswood~~sponsor, ~~Holdings,~~officers ~~Kingswood Merger Sub, Wentworth Merger Sub~~ and ~~Wentworth. In connection with the transaction~~directors ~~described~~may ~~herein,~~be ~~Kingswood~~deemed ~~and Wentworth intend~~ to ~~cause~~be ~~Holdings,~~participants toin ~~file relevant materials with~~ the ~~SEC,~~solicitation ~~including~~of aproxies ~~proxy~~from ~~statement/prospectus. The~~the ~~proxy~~Company’s ~~statement/prospectus~~stockholders ~~will~~for bepurposes ~~sent~~of toboth ~~all~~the ~~Kingswood~~Extension Meeting ~~stockholders. Kingswood~~ and ~~Holdings will also file other documents regarding~~ the ~~proposed~~Business ~~transaction~~Combination ~~with the SEC~~Meeting. ~~Before~~Information ~~making~~about ~~any~~the ~~voting~~Company’s ~~or investment decision~~sponsor, ~~investors~~officers and ~~security~~directors ~~holders~~and oftheir ~~Kingswood are~~ownership ~~urged~~of ~~to read~~ the ~~S-4~~Company’s ~~Registration~~common ~~Statement,~~stock ~~the~~and ~~proxy~~their ~~statement/prospectus~~direct and ~~all~~indirect ~~other~~interests ~~relevant~~are ~~documents~~described ~~filed~~in orthe ~~that~~definitive ~~will~~proxy bestatements ~~filed~~relating ~~with~~to the ~~SEC~~Extension inMeeting ~~connection~~and ~~with~~Business ~~the~~Combination ~~proposed~~Meeting ~~transaction~~and asthe ~~they~~Company’s ~~become~~Annual ~~available~~Report ~~because~~on ~~they~~Form ~~will~~10-K ~~contain~~for ~~important~~the ~~information~~fiscal ~~about~~year ended ~~the~~December ~~proposed~~31, ~~transaction~~2022.

~~Investors~~Additional ~~and~~Information ~~security holders will be able to obtain free copies of the proxy statement/prospectus~~ and ~~all~~Where ~~other~~To ~~relevant~~Find 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.It

~~Participants~~On February 12, 2024, the Company filed a definitive proxy statement on Schedule 14A with the Commission in connection with the ~~Solicitation~~solicitation of proxies by the Company’s board of directors for the Extension Meeting. On February 14, 2024, the Company filed a definitive proxy statement on Schedule 14A with the Commission in connection with the solicitation of proxies by the Company’s board of directors for the Business Combination Meeting. The Company urges investors, stockholders and other interested persons to read the proxy statements as well as other documents filed by the Company with the Commission, as these documents may contain important information about the Company and the proposals to be considered and voted upon at the Extension Meeting and Business Combination Meeting. Stockholders may obtain copies of the proxy statements and other documents filed with the Commission, without charge, at the Commission’s website at www.sec.gov or by directing a request to the Company at 17 Battery Place, Room 625, New York, New York 10004 or by telephone at (212) 404-7002, or to the Company’s proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, KWAC.info@investor.morrowsodali.com.

~~Kingswood,~~Item Holdings, Kingswood Merger Sub, Wentworth Merger Sub, Wentworth and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Kingswood’s stockholders in connection with the proposed transaction9.01 ~~Information~~Financial ~~about~~Statements ~~the Kingswood’s directors~~ and ~~executive officers and their ownership of the Company’s securities is set forth in the Kingswood’s filings with the SEC~~Exhibits. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

~~Non-Solicitation~~(d) Exhibits:

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.

Exhibit No.		Description of Exhibits
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Item~~SIGNATURE ~~9.01. Financial Statements and Exhibits.~~

Exhibit No.		Description
10.1		Third Amendment to Agreement and Plan of Merger, dated as of January 16, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

SIGNATURE

	Kingswood Acquisition Corp.

Dated: February 20, 2024	By:	/s/ Michael Nessim
	Name:	Michael Nessim
	Title:	Chief Executive Officer

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: January 17, 2024

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