NEW YORK, Nov. 11, 2022 /PRNewswire/ — Kingswood Acquisition Corp. (“we“, “us“, “our” or the “Company“), pursuant to the definitive proxy statement on Schedule 14A filed by the Company on October 25, 2022 (“Proxy Statement“), the Company will hold a special meeting of stockholders on November 15, 2022 at 10:00 a.m. Eastern Time, via live webcast (“Special Meeting“) for the following purposes:
- Proposal No. 1 — The “Extension Amendment Proposal” — to consider and vote upon a proposal to amend the Company’s second amended and restated certificate of incorporation (the “Charter“) pursuant to a second amendment to the Charter in the form set forth in Annex A of the Proxy Statement by which the Company must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination and (3) redeem 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering (“IPO“) that was consummated on November 24, 2020, from November 24, 2022 to May 24, 2023; and
- Proposal No. 2 — The “Adjournment Proposal” — to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.
If the Extension Amendment Proposal is approved and the Extension Amendment Proposal becomes effective, Wentworth Management Services LLC, a Delaware limited liability company (“Wentworth“) will deposit into the Company’s trust account (the “Trust Account“), the lesser of: (a) $69,218.35 or (b) $0.05 per month for each public share of Company that is not redeemed in connection with the Special Meeting for an aggregate deposit of up to the lesser of: (x) $415,310.10 or (y) $0.30 for each public share of Company that is not redeemed in connection with the Special Meeting (if Company takes until May 23, 2023 to complete an initial business combination).
The Company has instructed Continental Stock Transfer & Trust to, on or prior to the 24-month anniversary of the effective date of the IPO registration statement, liquidate the U.S. government treasury obligations 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 earlier of consummation of our initial business combination or liquidation.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by “covered corporations” beginning in 2023, with certain exceptions (the “Excise Tax“). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities are trading on the OTC Markets Group Inc. exchange, we believe that we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase, net of the fair market value of certain new stock issuances during the same taxable year. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. It is uncertain whether, and to what extent, the Excise Tax could apply to any redemptions of our public shares after December 31, 2022, including any redemptions in connection with a business combination or in the event we do not consummate a business combination by the Extended Date.
As described under in the Extension Amendment Proposal, if the Extension Amendment Proposal is not approved and we do not consummate our initial business combination by November 24, 2022, as contemplated by our IPO prospectus and in accordance with our amended Charter, our public stockholders will have the right to require us to redeem their public shares. Because any redemption that occurs as a result of the Extension Amendment Proposal would occur before December 31, 2022, we would not be subject to the Excise Tax as a result of any redemptions in connection with the Extension. However, if our stockholders approve the Extension Amendment Proposal, then any redemption or other repurchase that we make that occurs after December 31, 2022, may be subject to the Excise Tax. Whether and to what extent we would be subject to the Excise Tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with our initial business combination, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with the business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the U.S. Department of Treasury. In addition, because the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in our ability to complete a business combination.
About Kingswood Acquisition Corp.
We are 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 throughout this proxy statement as our initial business combination. While we 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.
Additional Information and Where to Find It
The definitive proxy statement has been mailed to the Company’s stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE 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 web site at www.sec.gov. In addition, the documents filed by Company with the SEC may be obtained free of charge by contacting Company at Michael Nessim, Chief Executive Officer, Kingswood Acquisition Corp., Email: [email protected], (212) 404-7002.
Participants in the Solicitation
Company and its sponsor, officers and directors may be deemed to be participants in the solicitation of proxies from Company stockholders. Information about Company’s sponsor, officers and directors and their ownership of Company common shares is set forth in the proxy statement for Company’s Special Meeting of Stockholders, which was filed with the SEC on October 25, 2022 and in Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which 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 regarding the transaction, which will be filed by Company with the SEC.
Donald Cutler or Elizabeth Shim
Haven Tower Group
424 317 4864 or 424 317 4861
[email protected] or [email protected]
SOURCE Kingswood Acquisition Corp.