15-12G 1 tm249989d1_1512g.htm 15-12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-39700

KINGSWOOD ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

17 Battery Place, Room 625

New York, New York 10004

(212) 404-7002

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Units, each consisting of one Class A common stock and three-fourths of one redeemable warrant

Class A common stock, $0.0001 par value

Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)		x
Rule 12g-4(a)(2)		¨
Rule 12h-3(b)(1)(i)		x
Rule 12h-3(b)(1)(ii)		¨
Rule 15d-6		¨

Approximate number of holders of record as of the certification or notice date: 1*

*Effective March 15, 2024, upon the consummation of the transactions contemplated by that certain Business Combination Agreement by and among Kingswood Acquisition Corp, Binah Capital Group, Inc., Kingswood Merger Sub, Inc., Wentworth Merger Sub, LLC, and Wentworth Management Services LLC, dated as of July 7, 2022, Kingswood Merger Sub, Inc. merged with and into Kingswood Acquisition Corp., with Kingswood Acquisition Corp. surviving such merger as a wholly-owned subsidiary of Binah Capital Group, Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, Kingswood Acquisition Corp. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

	Kingswood Acquisition Corp.

	By: Binah Capital Group, Inc., its sole shareholder

Date: March 27, 2024	By:	/s/ Craig Gould
	Name:	Craig Gould
	Title:	Chief Executive Officer

SEC Form 15-12G filed by Kingswood Acquisition Corp.