---
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"
generated_at: "2026-06-05T00:43:49.442929+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Kingswood Acquisition stockholders approve merger with Wentworth Management Services

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-24-032486
- form_type: 8-K
- cik: 0001823086
- company_name: Kingswood Acquisition Corp.
- filed_at: 2024-03-08T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-032486
- JSON: https://secwatch.observer/filing/0001104659-24-032486.json
- Plain text: https://secwatch.observer/filing/0001104659-24-032486.txt

## Key facts
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/0001104659-24-032486-index.htm
- Shareholder Votes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/0001104659-24-032486-index.htm
- Shareholder Votes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/0001104659-24-032486-index.htm
- Shareholder Votes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/0001104659-24-032486-index.htm
- Shareholder Votes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/0001104659-24-032486-index.htm
- Shareholder Votes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1823086/000110465924032486/0001104659-24-032486-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.