SEC Comment Letter 0000000000-23-004380 to Kingswood Acquisition Corp. (CIK 0001823086)
Kingswood Acquisition Corp. (CIK 0001823086)
Date: April 28, 2023 · CIK: 0001823086 · Accession: 0000000000-23-004380
AI Filing Summary & Sentiment
File numbers found in text: 001-39700
Letter
United States securities and exchange commission logo April 28, 2023 Michael Nessim Chief Executive Officer Kingswood Acquisition Corp. 17 Battery Place, Room 625 New York, NY 10004 1325 Re:Kingswood Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed April 24, 2023 File No. 001-39700 Dear Michael Nessim: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.We previously reviewed the preliminary proxy statement filed in October 2022 and issued a comment letter on October 17, 2022 regarding the Committee on Foreign Investment in the United States (CFIUS). Your response to this comment was submitted on October 20, 2022. In addressing this with a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the CFIUS, or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business
FirstName LastNameMichael Nessim Comapany NameKingswood Acquisition Corp. April 28, 2023 Page 2 FirstName LastName Michael Nessim Kingswood Acquisition Corp. April 28, 2023 Page 2 combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Catherine De Lorenzo at 202-551-4079 or David Link at 202-551- 3356 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Bradley A. Noojin, Esq.
Show Raw Text
United States securities and exchange commission logo
April 28, 2023
Michael Nessim
Chief Executive Officer
Kingswood Acquisition Corp.
17 Battery Place, Room 625
New York, NY 10004 1325
Re:Kingswood Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed April 24, 2023
File No. 001-39700
Dear Michael Nessim:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.We previously reviewed the preliminary proxy statement filed in October 2022 and issued
a comment letter on October 17, 2022 regarding the Committee on Foreign Investment in
the United States (CFIUS). Your response to this comment was submitted on October 20,
2022. In addressing this with a view toward disclosure, please tell us whether your
sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also
include risk factor disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the CFIUS, or ultimately prohibited. Disclose that as a result, the pool of potential targets
with which you could complete an initial business combination may be limited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
FirstName LastNameMichael Nessim
Comapany NameKingswood Acquisition Corp.
April 28, 2023 Page 2
FirstName LastName
Michael Nessim
Kingswood Acquisition Corp.
April 28, 2023
Page 2
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Catherine De Lorenzo at 202-551-4079 or David Link at 202-551-
3356 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Bradley A. Noojin, Esq.