Kingswood Acquisition Corp. announces a special meeting to extend the deadline for completion of the business combination
NEW YORK, November 11, 2022 /PRNewswire/ — Kingswood Acquisition Corp. (“we“, “we“, “our“or the”Company“), pursuant to the definitive proxy statement at Schedule 14A filed by the Company on October 25, 2022 (“Proxy statement“), the Company will hold an extraordinary meeting of shareholders on November 15, 2022 at 10:00 a.m. Eastern Timevia live webcast (“Special meeting“) for the following purposes:
- Proposal No. 1 — The “Proposed modification of extension“- to consider and vote on a proposed amendment to the second amended and restated certificate of incorporation of the Company (the “charter“) pursuant to a second amendment to the Charter in the form set forth in Schedule A of the Proxy Circular whereby the Company shall (1) effect a merger, share capital exchange, asset acquisition , stock purchase, reorganization or other similar business combination with one or more businesses, (2) cease operations except for the purpose of liquidation if it fails to complete such initial business combination and (3 ) repurchase 100% of the Company’s Class A common stock included in the units sold in the Company’s IPO (“Initial Public Offering“) which was consumed on November 24, 2020of November 24, 2022 at May 24, 2023; and
- Proposal No. 2 — The “Motion for adjournment“- consider and vote on a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit subsequent solicitation and voting of proxies if, based on the total vote at the time of the special meeting, there are not enough votes to approve one or more proposals put to a shareholder vote.
If the Proposed Extension Amendment is approved and the Proposed Extension Amendment becomes effective, Wentworth Management Services LLC, a Delaware limited liability company (“Wentworth“) will deposit in the trust account of the Company (the “Trust account“), the lesser of: (a) $69,218.35 or (b) $0.05 per month for each public share of the Company which is not redeemed within the framework of the Extraordinary Meeting for an aggregate deposit up to the lesser of: (x) $415,310.10 or (o) $0.30 for each public share of the Company not redeemed within the framework of the Special Meeting (if the Company takes until May 23, 2023 to carry out a first business combination).
The Company has instructed Continental Stock Transfer & Trust to, on or before the 24th anniversary of the effective date of the IPO registration statement, liquidate the U.S. Treasury bonds or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash in an interest-bearing demand deposit account until the completion of our initial business combination or our liquidation.
On August 16, 2022President Biden signed into law the Curbing Inflation Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of shares redeemed by “covered companies” beginning in 2023, with certain exceptions (the “excise tax“). The excise tax is imposed on the redeeming company itself, not on its shareholders from whom the shares are redeemed. Because we are a Delaware company and our securities trade on the OTC Markets Group Inc. stock exchange, we believe that we are a “covered company” for this purpose. The amount of excise tax is generally 1% of the fair market value of the shares redeemed at the time of redemption, less the fair market value of certain new issues of shares in the same tax year. The United States Department of the Treasury has been authorized to provide regulations and other guidance to implement and prevent the abuse or avoidance of excise tax; however, no guidelines have been issued to date. It is not certain whether, and to what extent, excise tax could apply to any redemption of our public shares after December 31, 2022including any redemption in connection with a business combination or in the event that we do not complete a business combination by the extended date.
As described in the Proposed Expansion Amendment, if the Proposed Expansion Amendment is not approved and we do not complete our initial business combination in November 24, 2022, as provided by our IPO prospectus and pursuant to our amended charter, our public shareholders will have the right to require us to repurchase their public shares. Since any redemptions that occur as a result of the Proposed Continuance Amendment would take place before December 31, 2022, we would not be subject to excise tax as a result of any redemption under the extension. However, if our shareholders approve the proposed extension amendment, any redemption or other repurchase we effect after December 31, 2022, may be subject to excise tax. Whether and to what extent we would be subject to excise tax would depend on a number of factors, including (i) the fair market value of refunds and redemptions in our initial business combination , (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other issuance of shares in connection with a business combination (or otherwise issued not in connection with the business combination but issued in the same tax year of a business combination) and (iv) the content of regulations and other guidance of the US Department of the Treasury. Further, since excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of excise tax have not been determined. The foregoing could result in a reduction in the cash available to effect a business combination and our ability to effect a business combination.
About Kingswood Acquisition Corp.
We are a blank check corporation incorporated under the laws of State of Delaware on July 27, 2020 for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we throughout refer to as throughout this proxy statement our initial business combination. While we may pursue our initial business combination target at any stage of its corporate evolution or in any industry or sector, we focus our research on companies with favorable growth prospects and attractive returns on invested capital.
Additional information and where to find it
The definitive proxy statement has been mailed to shareholders of the Company. INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ THE DEFINITIVE MANAGEMENT STATEMENT AND OTHER RELEVANT DOCUMENTS AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s website at www.sec.gov. In addition, documents filed by the Company with the SEC may be obtained free of charge by contacting the Company at Michael Nessim, Managing Director, Kingswood Acquisition Corp., email: [email protected](212) 404-7002.
Participants in the solicitation
The Company and its sponsor, officers and directors may be considered participants in the solicitation of proxies from shareholders of the Company. Information about the sponsor, officers and directors of the company and their ownership of common stock of the company is set forth in the proxy statement for the special meeting of shareholders of the company, which has been filed with of the SEC on October 25, 2022 and in the company’s annual report on Form 10-K for the fiscal year ended December 31, 2021which was filed with the SEC on March 31, 2022. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the transaction by reading the preliminary and definitive proxy statements relating to the transaction, which will be filed by the Company with the SEC.
Donald Cutler or Elizabeth Shim
Haven Tower Group
424 317 4864 or 424 317 4861
[email protected] Where [email protected]
SOURCEKingswood Acquisition Corp.