UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
Or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________ to ___________

Commission File Number 001-39700

Kingswood Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	85-2432410
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

17 Battery Place, Room 625 New York, NY 10004	10004
(Address of Principal Executive Offices)	(Zip Code)

(212) 404-7002

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and three-fourths of one redeemable warrant	KWAC.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	KWAC	New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	KWAC WS	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
	Emerging growth company ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 18, 2022, there were 11,604,000 shares of the registrant’s Class A common stock, par value $0.0001 per share, and 2,875,000 shares of the registrant’s Class B common stock, par value $0.0001 per share, outstanding.

		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	3

	Condensed Statements of Operations for the three months ended March 31, 2022 and 2021 (Unaudited)	4

	Condensed Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2022 and 2021 (Unaudited)	5

	Condensed Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (Unaudited)	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATIONxxx		26

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

	Signatures	29


	March 31, 2022		December 31, 2021
	(Unaudited)
Assets
Cash	$	576,756	$	838,478
Prepaid expenses		95,753		132,740
Total current assets		672,509		971,218

Investment held in Trust Account		117,872,037		117,861,531
Total Assets	$	118,544,546	$	118,832,749

LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT
Accounts payable and accrued expenses	$	835,567	$	758,095
Convertible promissory note		393,758		—
Due to related party		1,667		1,667
Total current liabilities		1,230,992		759,762

Deferred underwriters’ compensation		4,025,000		4,025,000
Warrant liability		2,191,433		6,443,107
Total liabilities		7,447,425		11,227,869

Commitments and Contingencies (Note 6)
Class A Common Stock subject to possible redemption, 11,500,000 shares at redemption value		117,872,037		117,861,531

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 104,000 shares issued and outstanding, excluding 11,500,000 shares subject to possible redemption		10		10
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,875,000 shares issued and outstanding		288		288
Additional paid-in capital		—		—
Accumulated deficit		(6,775,214)		(10,256,949)
Total stockholders’ deficit		(6,774,916)		(10,256,651)
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	118,544,546	$	118,832,749


	Three Months Ended
	March 31
	2022		2021
Operating costs	$	876,197	$	200,502
Loss from operations		(876,197)		(200,502)

Other income/(expense):
Interest Income		10,522		2,935
Change in fair value - convertible promissory note		106,242		—
Transaction costs		—		(8,211)
Change in fair value of warrant liabilities		4,251,674		(1,042,264)
Total other income/(expense)		4,368,438		(1,047,540)

Net income (loss)	$	3,492,241	$	(1,248,042)

Basic and diluted weighted average shares outstanding, Class A common stock, subject to possible redemption		11,500,000		11,500,000
Basic and diluted net income (loss) per share	$	0.24	$	(0.09)
Basic and diluted weighted average shares outstanding, Class A and Class B common stock not subject to redemption		2,979,000		2,979,000
Basic and diluted net income (loss) per share	$	0.24	$	(0.09)


	Class A Common Stock			Class B Common Stock		Additional		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount	Paid-in Capital		Deficit		Deficit
Balance- January 1, 2022	104,000		10	2,875,000	288		—		(10,256,949)		(10,256,651)

Remeasurement of Class A common stock subject to possible redemption	—		—	—	—		—		(10,506)		(10,506)

Net Income	—		—	—	—		—		3,492,241		3,492,241
Balance as of March 31, 2022	104,000		10	2,875,000	288		—		(6,775,214)		(6,774,916)


	Three Months Ended
	March 31,
	2022		2021
Cash flows from operating activities:
Net Income (Loss)	$	3,492,241	$	(1,248,042)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash held in Trust Account		(10,506)		(2,906)
Change in fair value of convertible note		(106,242)		—
Change in fair value of warrant liabilities		(4,251,674)		1,042,264
Transaction costs		—		8,211
Changes in working capital:
Prepaid expenses		36,987		40,603
Accounts payable and accrued expenses		77,472		123,680
Net cash used in operating activities		(761,722)		(36,190)

Cash flows from financing activities:
Proceeds from convertible promissory note		500,000		—
Net cash provided by financing activities		500,000		—

Net change in cash		(261,722)		(36,190)
Cash, beginning of the period		838,478		1,457,839
Cash, end of period	$	576,756	$	1,421,649
Supplemental disclosure of cash flow information:
Non-cash investing and financing transactions:
Initial value of Class A common stock subject to possible redemption	$	—	$	117,849,745
Change in value of common stock subject to possible redemption	$	—	$	2,906
Accrued deferred offering costs	$	—	$	249,302


March 31, 2022	Level 1		Level 2		Level 3
Assets:
U.S. Mutual Funds held in Trust Account(1)	$	117,872,037	$	—	$	—

Liabilities:
	$	—	$	—	$	—
Convertible Promissory Note	$	—	$	—	$	393,758
Private Placement Warrants	$	—	$	—	$	983,933
Public Warrants	$	1,207,500	$	—	$	—


	March 31,			December 31,
Input	2022			2021
Stock price	$	10.21		$	10.10
Exercise price	$	11.50		$	11.50
Term (years)		5.0			5.0
Risk free rate		2.42	%		1.26	%
Dividend yield		—	%		—	%
Volatility		2.0	%		10	%

SEC Form 10-Q filed by Kingswood Acquisition Corp.