Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of April 25, 2023, Howard Garland resigned as a member of the Board
of Directors (the "Board") of Kingswood Acquisition Corp. (the "Company") and as
member and chairman of the Audit Committee of the Board. The Board accepted his
resignation. Mr. Garland stated that his resignation was not the result of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
On April 25, 2023, the Board elected Duncan Gerard as a Class III director of
the Company to fill the vacancy resulting from Mr. Garland's resignation from
the Board. Additionally, the Board has appointed Mr. Gerard as a member and the
chairman of the Audit Committee of the Board. Mr. Gerard will serve as a member
of the Board until his successor has been elected and qualified, or his earlier
death, resignation, retirement, disqualification or removal.
The Board has determined that Mr. Gerard qualifies as an independent director in
accordance with and otherwise meets all applicable requirements to serve on the
Board and Audit Committee, including the applicable rules and regulations of the
Securities and Exchange Commission (the "SEC"). The Board also determined that
Mr. Gerard qualifies as an "audit committee financial expert" as defined by Item
407(d)(5) of Regulation S-K under the Securities Act of 1933, as amended, based
on the Board's evaluation of his knowledge of accounting, qualifications and
experience.
There are no arrangements or understandings between Mr. Gerard and any other
persons pursuant to which Mr. Gerard was appointed a director of the Company,
and there are no family relationships between Mr. Gerard and any director or
executive officer of the Company.
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