{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-032486","form_type":"8-K","ticker":null,"cik":"0001823086","company_name":"Kingswood Acquisition Corp.","filed_at":"2024-03-08T23:59:59+00:00","discovered_at":"2026-05-14T18:03:25.749984+00:00","generated_at":"2026-06-05T00:43:49.442929+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Kingswood Acquisition stockholders approve merger with Wentworth Management Services","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-032486","json":"https://secwatch.observer/filing/0001104659-24-032486.json","markdown":"https://secwatch.observer/filing/0001104659-24-032486.md","text":"https://secwatch.observer/filing/0001104659-24-032486.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/0001104659-24-032486-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/tm248332d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-05T00:43:49.442929+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3aa4be13ee5611369218eb811fa9e065eade24b0","claim":"Kingswood Acquisition Corp.: Filed seventh amendment to the second amended and restated certificate of incorporation (effective 2024-03-08).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/0001104659-24-032486-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-03-08"}],"fact_type":"governance_change"},{"claim_id":"2e7dc4ab92e6a8f708148a8966a3e9bf9b94dad1","claim":"Kingswood Acquisition Corp. shareholders approved Advisory Charter Proposal C - Provide for exclusive forum in Delaware for certain actions at the 2024-03-08 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/0001104659-24-032486-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-03-08"}],"fact_type":"shareholder_vote"},{"claim_id":"4aa037edabcc55eba64a25aa9a8b2eec60d0bd6d","claim":"Kingswood Acquisition Corp. shareholders approved Advisory Charter Proposal B - Classify directors into three classes with staggered terms at the 2024-03-08 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/0001104659-24-032486-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-03-08"}],"fact_type":"shareholder_vote"},{"claim_id":"52f1b1c2c16e7c2988699653c1bbf3a41c2f91e2","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/0001104659-24-032486-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-03-08"}],"fact_type":"shareholder_vote"},{"claim_id":"6e814db7597999f1f9196688a1f5f0ed01cdc181","claim":"Kingswood Acquisition Corp. shareholders approved Adopt and approve the Merger Agreement and the Business Combination at the 2024-03-08 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/0001104659-24-032486-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-03-08"}],"fact_type":"shareholder_vote"},{"claim_id":"d74bd724320f730758d2766a048c2406ce6aef00","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/0001104659-24-032486-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-03-08"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}