UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 24, 2021 (May 19, 2021)

KINGSWOOD ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

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

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.     ¨

 On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (“SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPACs”) entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by SPACs” (the “Statement”). The Statement reflects the SEC staff’s view that certain terms and conditions that are common to warrants issued by SPACs, such as Kingswood Acquisition Corp. (the “Company”), may require such warrants to be classified as liabilities rather than as components of equity on their financial statements. The public and private warrants issued by the Company in connection with its initial public offering (collectively, the “Company Warrants”) contain terms similar to those described in the Statement, and since their issuance, the Company Warrants have been classified as components of equity on the financial statements of the Company.

On May 19, 2021, the audit committee of the board of directors of the Company (the “Audit Committee”) concluded, after discussions with the Company’s management, that: (i) the audited balance sheet dated as of November 24, 2020 filed as Exhibit [99.1] to the Company’s Current Report on Form 8-K filed with the SEC on December 1, 2020; and (ii) the Company’s audited financial statements as of December 31, 2020 and for the period from July 27, 2020 (date of inception) through December 31, 2020 (the “Non-Reliance Period”), in each case, should no longer be relied upon due to changes required to reclassify the Company Warrants as liabilities to align with the requirements set forth in the Statement. The Company plans to reflect this reclassification of the Company Warrants in its Amendment No. 1 to Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 and in its upcoming Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, to be filed with the SEC.

Similarly, all press releases, earnings releases and investor presentations or other communications describing the Company’s consolidated financial statements and other related financial information covering the Non-Reliance Period should no longer be relied upon.

The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm. Marcum was provided with a copy of the disclosures made herein and was given the opportunity, no later than the day of the filing of this Current Report on Form 8-K, to review these disclosures.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.