8-K
filed March 8, 2024, 6:59 PM ET
CIK 0001823086
M&A
confidence high
sentiment positive
materiality 0.75
Kingswood Acquisition stockholders approve merger with Wentworth Management Services
Kingswood Acquisition Corp.
- Shareholders voted 3,268,302 for, 0 against to adopt the Merger Agreement with Wentworth Management Services LLC.
- 94.38% of outstanding shares (3,463,083) were represented at the March 8, 2024 special meeting.
- All related proposals approved: organizational charter, advisory governance, Nasdaq listing, NTA amendment, and equity incentive plan.
- Seventh amendment to the second amended and restated certificate of incorporation was filed with Delaware Secretary of State.
- Merger structure: Kingswood Merger Sub merges into Kingswood Acquisition, and Wentworth Merger Sub merges into Wentworth Management Services.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kingswood Acquisition Corp.: Filed seventh amendment to the second amended and restated certificate of incorporation (effective 2024-03-08).
- Change
- charter amendment
- Effective
- 2024-03-08
Exact text from the filing
On March 8, 2024, Kingswood Acquisition Corp. (“we”, “us”, “our”, or the “Company”) filed a seventh amendment to the second amended and restated certificate of incorporation of the Company with the Secretary of the State of Delaware (the “Amendment”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kingswood Acquisition Corp. shareholders approved Advisory Charter Proposal C - Provide for exclusive forum in Delaware for certain actions at the 2024-03-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-03-08
Exact text from the filing
Advisory Charter Proposal C was approved. The voting results of the shares of the Common Stock were as follows: For Against Abstentions 3,268,302 0 2
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kingswood Acquisition Corp. shareholders approved Advisory Charter Proposal B - Classify directors into three classes with staggered terms at the 2024-03-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-03-08
Exact text from the filing
Advisory Charter Proposal B was approved. The voting results of the shares of the Common Stock were as follows: For Against Abstentions 3,268,302 0 2
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kingswood Acquisition Corp. shareholders approved Approve and adopt the amended and restated certificate of incorporation of Holdings (Organizational Document Proposal) at the 2024-03-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-03-08
Exact text from the filing
The Organizational Document Proposal was approved. The voting results of the shares of the Common Stock were as follows: For Against Abstentions 3,268,302 0 2
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kingswood Acquisition Corp. shareholders approved Adopt and approve the Merger Agreement and the Business Combination at the 2024-03-08 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2024-03-08
Exact text from the filing
The Business Combination Proposal was approved. The voting results of the shares of the Common Stock were as follows: For Against Abstentions 3,268,302 0 2
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kingswood Acquisition Corp. shareholders approved Advisory Charter Proposal A - Establish Holdings' capital structure (authorize preferred stock and common stock) at the 2024-03-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-03-08
Exact text from the filing
Advisory Charter Proposal A was approved. The voting results of the shares of the Common Stock were as follows: For Against Abstentions 3,268,302 0 2
View on SEC.gov
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