NEW YORK, Nov. 11, 2022 /PRNewswire/ — Kingswood Acquisition Corp. (“we“, “us“, “our” or the “Firm“), pursuant to the definitive proxy assertion on Schedule 14A filed by the Firm on October 25, 2022 (“Proxy Assertion“), the Firm will maintain a particular assembly of stockholders on November 15, 2022 at 10:00 a.m. Japanese Time, by way of stay webcast (“Particular Assembly“) for the next functions:
- Proposal No. 1 — The “Extension Modification Proposal” — to contemplate and vote upon a proposal to amend the Firm’s second amended and restated certificates of incorporation (the “Constitution“) pursuant to a second modification to the Constitution within the kind set forth in Annex A of the Proxy Assertion by which the Firm should (1) effectuate a merger, capital inventory trade, asset acquisition, inventory buy, reorganization or different comparable enterprise mixture with a number of companies, (2) stop its operations apart from the aim of winding up if it fails to finish such preliminary enterprise mixture and (3) redeem 100% of the Firm’s Class A standard inventory included as a part of the models offered within the Firm’s preliminary public providing (“IPO“) that was consummated on November 24, 2020, from November 24, 2022 to Could 24, 2023; and
- Proposal No. 2 — The “Adjournment Proposal” — to contemplate and vote upon a proposal to adjourn the Particular Assembly to a later date or dates, if mandatory, to allow additional solicitation and vote of proxies if, primarily based upon the tabulated vote on the time of the Particular Assembly, there should not adequate votes to approve a number of proposals offered to stockholders for vote.
If the Extension Modification Proposal is accepted and the Extension Modification Proposal turns into efficient, Wentworth Administration Companies LLC, a Delaware restricted legal responsibility firm (“Wentworth“) will deposit into the Firm’s belief account (the “Belief Account“), the lesser of: (a) $69,218.35 or (b) $0.05 monthly for every public share of Firm that isn’t redeemed in reference to the Particular Assembly for an combination deposit of as much as the lesser of: (x) $415,310.10 or (y) $0.30 for every public share of Firm that isn’t redeemed in reference to the Particular Assembly (if Firm takes till Could 23, 2023 to finish an preliminary enterprise mixture).
The Firm has instructed Continental Inventory Switch & Belief to, on or previous to the 24-month anniversary of the efficient date of the IPO registration assertion, liquidate the U.S. authorities treasury obligations or cash market funds held within the Belief Account and thereafter to carry all funds within the Belief Account in money in an interest-bearing demand deposit account till the sooner of consummation of our preliminary enterprise mixture or liquidation.
On August 16, 2022, President Biden signed into legislation the Inflation Discount Act of 2022, which, amongst different issues, imposes a 1% excise tax on the truthful market worth of inventory repurchased by “lined companies” starting in 2023, with sure exceptions (the “Excise Tax“). The Excise Tax is imposed on the repurchasing company itself, not its stockholders from which the inventory is repurchased. As a result of we’re a Delaware company and our securities are buying and selling on the OTC Markets Group Inc. trade, we consider that we’re a “lined company” for this function. The quantity of the Excise Tax is usually 1% of the truthful market worth of the shares repurchased on the time of the repurchase, web of the truthful market worth of sure new inventory issuances throughout the identical taxable 12 months. The U.S. Division of Treasury has been given authority to offer rules and different steerage to hold out and stop the abuse or avoidance of the Excise Tax; nonetheless, no steerage has been issued to this point. It’s unsure whether or not, and to what extent, the Excise Tax might apply to any redemptions of our public shares after December 31, 2022, together with any redemptions in reference to a enterprise mixture or within the occasion we don’t consummate a enterprise mixture by the Prolonged Date.
As described below within the Extension Modification Proposal, if the Extension Modification Proposal just isn’t accepted and we don’t consummate our preliminary enterprise mixture by November 24, 2022, as contemplated by our IPO prospectus and in accordance with our amended Constitution, our public stockholders could have the fitting to require us to redeem their public shares. As a result of any redemption that happens on account of the Extension Modification Proposal would happen earlier than December 31, 2022, we might not be topic to the Excise Tax on account of any redemptions in reference to the Extension. Nevertheless, if our stockholders approve the Extension Modification Proposal, then any redemption or different repurchase that we make that happens after December 31, 2022, could also be topic to the Excise Tax. Whether or not and to what extent we might be topic to the Excise Tax would depend upon a variety of elements, together with (i) the truthful market worth of the redemptions and repurchases in reference to our preliminary enterprise mixture, (ii) the construction of a enterprise mixture, (iii) the character and quantity of any “PIPE” or different fairness issuances in reference to a enterprise mixture (or in any other case issued not in reference to the enterprise mixture however issued inside the identical taxable 12 months of a enterprise mixture) and (iv) the content material of rules and different steerage from the U.S. Division of Treasury. As well as, as a result of the excise tax can be payable by us, and never by the redeeming holder, the mechanics of any required cost of the excise tax haven’t been decided. The foregoing might trigger a discount within the money accessible available to finish a enterprise mixture and in our skill to finish a enterprise mixture.
About Kingswood Acquisition Corp.
We’re a clean test firm included below the legal guidelines of the State of Delaware on July 27, 2020 for the aim of effecting a merger, share trade, asset acquisition, inventory buy, recapitalization, reorganization, or comparable enterprise mixture with a number of companies, which we consult with all through this proxy assertion as our preliminary enterprise mixture. Whereas we might pursue our preliminary enterprise mixture goal in any stage of its company evolution or in any trade or sector, we’re focusing our search on corporations with favorable progress prospects and enticing returns on invested capital.
Extra Data and The place to Discover It
The definitive proxy assertion has been mailed to the Firm’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. Buyers and safety holders might get hold of free copies of those paperwork and different paperwork filed with the SEC on the SEC’s website online at www.sec.gov. As well as, the paperwork filed by Firm with the SEC could also be obtained freed from cost by contacting Firm at Michael Nessim, Chief Government Officer, Kingswood Acquisition Corp., Electronic mail: [email protected], (212) 404-7002.
Individuals within the Solicitation
Firm and its sponsor, officers and administrators could also be deemed to be members within the solicitation of proxies from Firm stockholders. Details about Firm’s sponsor, officers and administrators and their possession of Firm frequent shares is about forth within the proxy assertion for Firm’s Particular Assembly of Stockholders, which was filed with the SEC on October 25, 2022 and in Firm’s Annual Report on Type 10-Ok for the 12 months ended December 31, 2021, which was filed with the SEC on March 31, 2022. Buyers and safety holders might get hold of extra detailed info relating to the direct and oblique pursuits of the members within the solicitation of proxies in reference to the transaction by studying the preliminary and definitive proxy statements relating to the transaction, which will likely be filed by Firm 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.