Kingswood Acquisition Corp.
KWAC · NYSE · formerly Kingswood Global Holdings Inc.
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from Percentage of Outstanding Common Stock Kingswood Global Sponsor LLC, listed on NYSE in November 2020.
- What it's doing now
- It agreed in February 2024 to buy Wentworth Management Services LLC, a broker-dealer and wealth management platform company. The deal valued that business at about $208.1M. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- Wentworth Management Services LLC
- Industry
- Financials — broker-dealer and wealth management platform
- Deal value
- $208M
- announced 15 February 2024
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 23 November 2020
- size not on file · 102.5% of each $10 unit into trust
- Headquarters
- 17 BATTERY PLACE, NEW YORK, NY, 10004
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- ALTMAN JEFFREY A · Wilder Jeremy (Director) · Roth Ralph Lawrence (Director)
- Listed securities
- KWAC common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
At the 17 November 2023 event.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
7 dated milestonesEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
redemption rate not stated in the filing
- 15 February 2024Deal announcedpassed
Combination with Wentworth Management Services LLC
Show the earlier 4 milestones
- 23 November 2020IPOpassed
IPO size not on file
redemption rate not stated in the filing
redemption rate not stated in the filing
redemption rate not stated in the filing
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- Wentworth Management Services LLC$208M · announced 15 February 2024closedFinancialspost-close BCGSEC primary
Who has already taken their money back
4 filed eventsEach time shareholders were offered their cash back, some took it. Heavy cash-outs drain the account and shrink the number of shares left — whatever remains has to carry the deal.
Worst single event
—
no filing states a pre-event share count
Shares redeemed, all events
11.02M
across every filed redemption event
Every figure below is stated in the linked filing; nothing here is estimated.
- Nov 17, 2023Extensionno rate statedredeemed 0.010M sh0001410578-23-002554
Show the other 3 cash-out events
- May 18, 2023Extensionno rate statedredeemed 0.014M sh0001410578-23-002067
- Nov 23, 2022Extensionno rate statedredeemed 0.955M sh0001410578-23-001365
- May 18, 2022Extensionno rate statedredeemed 10.04M sh0001410578-22-002392
The score
deterministic, from filed fieldsKWAC is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
Kingswood Acquisition Corp. (KWAC) was a blank-check company listed on the New York Stock Exchange under SEC CIK 0001823086 and SIC industry code 6770. The company priced its initial public offering on November 23, 2020, as documented by a 424B prospectus with accession number 0001104659-20-128542. Its common ticker, KWAC, appeared on the cover page of a 10-Q filing dated May 18, 2022, with accession number 0001410578-22-001775. The company completed a business combination and no longer files, with its lifecycle status marked as closed. On March 21, 2024, the successor registrant Binah Capital Group, Inc. (BCG, BCGWW) filed an 8-K with accession number 0001104659-24-037410 reporting the completion of the acquisition under item 2.01, naming Kingswood Acquisition Corp. as the merged entity, which filed no closing report of its own.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
A merger agreement signed in July 2022 finally reaching a shareholder vote in February 2024 means the deal took nineteen months to get to the ballot, during which redemptions will have drained most of the trust; the proxy's reference to the then-outstanding public shares as of February 8, 2024 is where the remaining float is measured. The founder support agreement commits insider votes in advance, so approval does not depend on public holders.
The Binah deal has been alive for sixteen months without closing, and the March 2023 amendment's requirement that closing date cash cover $3,500,000 plus transaction expenses is the condition redemptions can break: if trust cash falls below that, the buyer gains a termination right. The amendment also rewrote the termination provisions to allow walking away when available closing cash falls short. Public holders redeeming at this extension vote reduce the very cash pool the deal now depends on, which makes the remaining holders' position increasingly fragile.
A closing condition keyed to cash covering $3,500,000 of transaction expenses is the real risk for KWAC holders: if redemptions leave too little, the counterparty can walk under the amended Section 9.01(c)(B) termination right. Nearly three years after its November 2020 IPO the vehicle is at the end of its life, so redemption at trust value is the outcome a holder can rely on rather than a deal that has been renegotiated twice.
The March 2023 amendment converts redemptions into a deal-breaking risk: if trust cash after this extension cannot cover $3,500,000 plus outstanding transaction expenses, the counterparty can terminate the merger agreement outright. Retaining the $5,000,001 net tangible asset limitation compounds that, since the extension itself is blocked if redemptions go too far. Holders therefore face a coordination problem where individually rational redemption can destroy both the extension and the deal, leaving liquidation at trust value as the outcome.
Thirty cents a share across the full extension is one of the more generous packages in this cohort, and it is funded by the merger counterparty rather than the sponsor — Wentworth is paying to keep its own deal alive, which signals commitment. Against that, a $10.39 market price near the trust value means KWAC holders gave up little by selling instead. The vehicle is at the end of its second year with the deal still unclosed.
The company flags two distinct risks at once: failing to complete a deal and losing its NYSE listing, the second of which would strip liquidity from holders who stay. Its own warning that the trust may be left at a small fraction of $117.9 million tells holders what management expects from this vote. Retaining the $5,000,001 net tangible asset condition is a genuine safeguard, since heavy redemptions abort the extension and return trust value rather than leaving an unlistable shell.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
Show the other 10 filings
What changed: Kingswood Acquisition Corp. filed a proxy and prospectus for 17,713,000 shares of common stock, 11,709,450 warrants and 11,709,450 shares underlying warrants, and called a special meeting for February 22, 2024 at 12:00 p.m. ET, record date February 2, 2024, to approve the merger agreement dated July 7, 2022 with Binah Capital Group, Inc. as holdings company and Kingswood Merger Sub, after which Wentworth becomes an indirect wholly owned subsidiary of Holdings. Certain initial stockholders signed a founder support agreement, also dated July 7, 2022, in connection with the merger agreement. Why it matters: A merger agreement signed in July 2022 finally reaching a shareholder vote in February 2024 means the deal took nineteen months to get to the ballot, during which redemptions will have drained most of the trust; the proxy's reference to the then-outstanding public shares as of February 8, 2024 is where the remaining float is measured. The founder support agreement commits insider votes in advance, so approval does not depend on public holders.
combination deadline, mandate languagenothing moved · 2 with no prior record of ours
- Combination deadline
- 2024-02-24 · unchanged
- Mandate language
- we are focusing our search on companies with favorable growt… · unchanged
The clause …“Amendment Proposal is not approved and we do not consummate an initial business combination by February 24, 2024, we do not expect to hold any future annual meetings. Stockholder Communications Stockholders and interested parties”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Percentage of Outstanding Common Stock Kingswood Global Sponsor LLCnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1282 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
from 424B4 0001104659-20-128542
Trading & liquidity
Company profile
Directors & officers
- ALTMAN JEFFREY A10% owner
- Wilder JeremyDirector
- Roth Ralph LawrenceDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
8 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Kingswood Global Sponsor LLCwith 6 other reporting persons on the same schedule18.5% · SC 13GFeb 16, 2021 stale
- Shaolin Capital Management LLC7.4% · SC 13GFeb 10, 2022 stale
- MIZUHO FINANCIAL GROUP INC6.6% · SC 13GFeb 14, 2023 stale
- Lighthouse Investment Partners, LLCwith 7 other reporting persons on the same schedule4.4% · SC 13G/AFeb 14, 2022 stale
- Polar Asset Management Partners Inc.3.0% · SC 13G/AFeb 9, 2024 stale
- PERISCOPE CAPITAL INC.1.7% · SC 13G/AFeb 13, 2023 stale
- Owl Creek Asset Management, L.P.with 1 other reporting person on the same schedule0.0% · SC 13G/ASep 8, 2023 stale
- Karpus Management, Inc.0.0% · SC 13G/AJun 10, 2022 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
38 full SEC filing texts archived — searchable, never lost.
- Vault note — KWAC (Kingswood Acquisition Corp.)
vault-note · /vault/tickers/KWAC
- Vault deal note — Wentworth Management Services LLC (KWAC)
vault-note · /vault/deals/wentworth-management-services-llc
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail6 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001104659-20-128542 priced 2020-11-23; common ticker KWAC off 10-Q 0001410578-22-001775 (2022-05-18); lifecycle EXITED. Ending PROVEN, not inferred: CLOSED per 8-K 0001104659-24-037410 (2024-03-21) — the successor registrant Binah Capital Group, Inc. (BCG, BCGWW) (CIK 0001953984) filed an 8-K carrying item 2.01 (Completion of Acquisition) naming "Kingswood Acquisition Corp." — the SPAC merged into a new registrant and so filed no closing report of its own. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
sponsor "Percentage of Outstanding Common Stock Kingswood Global Sponsor LLC" sourced from prospectus definition (10-K/A) — overrode a Form 3 entity owner that does not self-describe as sponsor acc 0001104659-21-075728.
AI-extracted target (z-ai/glm-5.2, conf 0.95)
target recovered for a completed de-SPAC
entity created from the filed target name; no About paragraph on file, so every other field awaits a sourced read
OTHER -> FINTECH, on DEFM14A 0001104659-24-024147: "Wentworth owns and operates ten entities, four of which are broker-dealers, three of which are registered agents, and three of which are insurance entities, loc"