KWAC Kingswood Acquisition
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 1, 2020 (November 24, 2020)
KINGSWOOD ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
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
(Former name or former address, if changed since last report)
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:
|¨||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))|
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Units, each consisting of one share of Class A common stock and three-fourths of one redeemable warrant||KWAC.U||The New York Stock Exchange|
|Class A common stock, par value $0.0001 per share||KWAC||The New York Stock Exchange|
|Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share||KWAC WS||The New York Stock Exchange|
|Item 8.01.||Other Events.|
On November 24, 2020, Kingswood Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 11,500,000 units (the “Units”), including the issuance of 1,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share, and three-fourths of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 6,481,550 warrants (the “Private Placement Warrants”) to Kingswood Global Sponsor LLC and one of the Company’s directors at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6,481,550.
A total of $117,848,550 of the proceeds from the IPO and the sale of the Private Placement Warrants were placed in a trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as of November 24, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Audited Balance Sheet as of November 24, 2020.|
|KINGSWOOD ACQUISITION CORP.|
|By:||/s/ Michael Nessim|
|Name: Michael Nessim|
|Title: Chief Executive Officer|
|Dated: December 1, 2020|