KWAC SEC filings, in plain English
Everything Kingswood Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 3 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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.
- What changed vs 2023-08-30trust $5.9M → $6.1M +5%deadline 2023-11-24 → 2024-02-24shares 494K → 494K -0%
trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $5.9M$6.1M
- Combination deadline
- 2023-11-242024-02-24
- Redeemable shares
- 494K494K
- Sponsor loans outstanding
- not previously extracted$1.1M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $265,089 was added to the trust between the two filings.
The clause …“ September 30, 2023 Level 1 Level 2 Level 3 Assets: Demand deposits held in Trust Account $ 6,134,176 $ — $ — Liabilities: Convertible Promissory Note $ — $ — $ 1,409,942 Private”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“in the Units sold in the Public Offering if we are unable to complete a business combination by February 24, 2024, as extended. Through September 30, 2023, we have not withdrawn any funds from interest earned on the trust proceeds”…
SpacBrain reads this as 1 shares are no longer redeemable.
The clause …“authorized; 2,709,000 and 104,000 shares issued and outstanding , excluding 494,049 and 508,456 shares subject to possible redemption, at September 30, 2023 and December 31, 2022, respectively 271 10 Class B common stock, $ 0.0001”…
The clause “1,784,278. We paid $102,894,278 for the redemptions of Class A common stock and borrowed $1,110,000 from a convertible promissory note. On March 24, 2022, our Sponsor agreed to loan us up to $1,500,000 as may be required (the “Working”…
The clause …“dissolution, as well as the Company’s working capital deficiency raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the”…
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.
What changed: Kingswood Acquisition Corp. set a special meeting for November 17, 2023 at 9:00 am ET by live webcast, record date November 1, 2023, on an extension: its charter requires it to complete an initial combination by November 24, 2023, three years after the November 24, 2020 IPO, or redeem 100% of the Class A common stock. Why it matters: 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.
What changed vs 2023-08-04deadline 2023-11-24 → 2024-02-24combination deadline, mandate language1 moved · 1 with no prior record of ours
- Combination deadline
- 2023-11-242024-02-24
- Mandate language
- we are focusing our search on companies with favorable growt… · unchanged
SpacBrain reads this as 92 days later than the previous record.
The clause …“warrants would become worthless if the Company does not complete an initial business combination by February 24, 2024, or by the Extended Date if the Extension Amendment Proposal is approved by the requisite number of votes (or, if”…
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.
- What changed vs 2023-05-23trust $5.8M → $5.9M +2%deadline 2023-08-24 → 2023-11-24shares 508K → 494K -3%
trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $5.8M$5.9M
- Combination deadline
- 2023-08-242023-11-24
- Redeemable shares
- 508K494K
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $96,065 was added to the trust between the two filings.
The clause …“ June 30, 2023 Level 1 Level 2 Level 3 Assets: Demand deposits held in Trust Account $ 5,869,087 $ — $ — Liabilities: Convertible Promissory Note $ — $ — $ 1,357,530 Private”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“in the Units sold in the Public Offering if we are unable to complete a business combination by November 24, 2023, as extended. Through June 30, 2023, we have not withdrawn any funds from interest earned on the trust proceeds to”…
SpacBrain reads this as 14,406 shares are no longer redeemable.
The clause “100,000,000 shares authorized; 104,000 shares issued and outstanding, excluding 494,050 and 508,456 shares subject to possible redemption at June 30, 2023 and December 31, 2022, respectively 10 10 Class B common stock, $ 0.0001 par”…
The clause …“dissolution, as well as the Company’s working capital deficiency raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the”…
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.
What changed: Kingswood Acquisition Corp. called a special meeting for August 17, 2023 at 1:00 p.m. Eastern Time by live webcast; the charter deadline is August 24, 2023 and the IPO closed November 24, 2020. The Merger Agreement with Binah Capital Group, Inc. and Wentworth, dated July 7, 2022, was revised by a December 30, 2022 side letter moving the termination date to June 30, 2023, and by a First Amendment dated March 20, 2023 adding a termination right tied to Available Closing Date Cash covering $3,500,000 plus outstanding transaction expenses. Record date is August 1, 2023. Why it matters: 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.
What changed vs 2023-05-08deadline 2023-06-30 → 2023-11-24combination deadline, mandate language1 moved · 1 with no prior record of ours
- Combination deadline
- 2023-06-302023-11-24
- Mandate language
- we are focusing our search on companies with favorable growt… · unchanged
SpacBrain reads this as 147 days later than the previous record.
The clause …“warrants would become worthless if the Company does not complete an initial business combination by November 24, 2023, or by the Extended Date if the Extension Amendment Proposal is approved by the requisite number of votes (or, if”…
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.
- What changed vs 2022-11-14trust $15.4M → $5.8M -62%deadline 2022-11-24 → 2023-08-24shares 1.46M → 508K -65%
trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $15.4M$5.8M
- Combination deadline
- 2022-11-242023-08-24
- Redeemable shares
- 1.46M508K
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $9,582,716 left the trust between the two filings.
The clause …“ March 31, 2023 Level 1 Level 2 Level 3 Assets: Demand deposits held in Trust Account $ 5,773,022 $ — $ — Liabilities: Convertible Promissory Note $ — $ — $ 1,380,900 Private”…
SpacBrain reads this as 273 days later than the previous record.
The clause …“business combination activity. If we are unable to consummate our initial business combination by August 24, 2023, we may seek to amend our charter to further extend the time to consummate an initial business combination in order to”…
SpacBrain reads this as 954,800 shares are no longer redeemable.
The clause “100,000,000 shares authorized; 104,000 shares issued and outstanding, excluding 508,456 shares subject to possible redemption at March 31, 2023 and December 31, 2022 10 10 Class B common stock, $ 0.0001 par value; 10,000,000 shares”…
The clause …“dissolution, as well as the Company’s working capital deficiency raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the”…
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.
In plain English
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.
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.
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.