Wentworth Management Services, LLC entered into a non-binding letter of intent to acquire Kingswood Acquisition Corp. (NYSE:KWAC) from a group of shareholders in a reverse merger transaction on May 13, 2022. KWAC and Wentworth have completed due diligence and are in the process of negotiating definitive transaction documentation. Wentworth Management Services, LLC entered into a definitive agreement to acquire Kingswood Acquisition Corp. from a group of shareholders for approximately $120 million in a reverse merger transaction on July 7, 2022. The transaction will enable Wentworth to go public. KWAC and Pursuant to the Merger Agreement, (i) Kingswood Merger Sub will merge with and into the Company (the “Kingswood Merger”), with the Company surviving the Kingswood Merger as a wholly owned subsidiary of Holdings (the “Kingswood Surviving Company”); and (ii) simultaneously with the Kingswood Merger, Wentworth Merger Sub will merge with and into Wentworth (the “Wentworth Merger”), with Wentworth surviving the Wentworth Merger as a wholly-owned subsidiary of Holdings (the “Wentworth Surviving Company”), which will become a publicly traded company, subject to regulatory approvals. The aggregate consideration payable to the Wentworth Members for the Transactions consists of Binah Capital Group, Inc. Common Shares issued on the Closing Date and the assumption of all indebtedness of Wentworth as of the Closing Date. The terms of the merger agreement provide that all Wentworth's shareholders are maintaining their ownership positions in the company and will receive no cash proceeds. Craig Gould, President of Wentworth Management Services expected to be President of Binah Capital.

The transaction is subject to board and equity holder approval of Wentworth and KWAC, regulatory approvals, and other customary conditions. The obligation of the parties to consummate the Transactions is conditioned on, among other things, the satisfaction or waiver (where permissible) by Kingswood and Wentworth of the following conditions, (a) the waiting period for the HSR Filing has expired or been terminated; (b) there shall not be in force any Law that has the effect of prohibiting or otherwise preventing the consummation of the Transactions; (c) the Offer shall have been completed in accordance with the terms of the Proxy Statement/Prospectus; (d) the Form S-4 has been effective and no stop order suspending the effectiveness of the Form S-4 is in effect and no proceedings for that purpose is pending before or threatened by the SEC; (e) shares of Holdings Common Stock and Holdings Warrants issued in exchange for the Kingswood Public Warrants shall have been approved for listing on a National Exchange; (f) each party to the Registration Rights Agreement shall have delivered duly executed counterparts thereto; (g) Wentworth shall deliver to Kingswood and Holdings, counterparts to a Lock-Up Agreement and Kingswood shall have delivered to Wentworth counterparts to the Lock-Up Agreement; (h) The Available Closing Date Cash shall not be less than $14,000,000. Wentworth and KWAC board have approved the agreement. As of July 13, 2022, Kingswood Acquisition Corp suspending trading with respect to KWAC's Class A common stock, redeemable warrants to purchase shares of Class A common stock, and units, each consisting of one share of Class A common stock and three-fourths of one redeemable warrant (collectively, “KWAC Securities”) and KWAC intends to transfer the listings of the KWAC Securities to the OTC Markets Group Inc. (“OTC Exchange”), where KWAC has applied to list the KWAC Securities. KWAC anticipates that the listings of the KWAC Securities will be transferred to and resume trading on the OTC Exchange on or about July 14, 2022. Kingswood Acquisition Corp adjourned its special meeting of stockholders from November 15, 2022, to November 18, 2022. The Special Meeting, which was originally scheduled for November 15, 2022, is being adjourned in order to solicit more votes toward the approval to further amend the Company's amended and restated certificate of incorporation to extend the period of time available to complete a business combination, until May 24, 2023. As of October 3, 2022, Company notified Continental Stock Transfer & Trust Company that it was exercising its option to extend the time available to consummate a Business Combination by an additional 6 months, thereby extending the de-SPAC deadline from November 24, 2022 to May 24, 2023. As of November 17, 2022, the special meeting of stockholders is being adjourned from November 18, 2022, to November 23, 2022. Kingswood recommends all of its stockholders to vote FOR the Extension at the upcoming Special Meeting. As of November 23, 2022, Kingswood is exercising its option to extend the time available to consummate its business combination to May 24, 2023. The closing anticipated in Q3 of 2022. As of July 7, 2022, the transaction is expected to close in the fourth quarter of 2022. The merger is expected to be completed in the first half of 2023. The transaction is expected to close sometime between January 4, 2023 and mid-May 2023.

Oppenheimer & Co. Inc. is serving as financial advisor and Christopher M. Zochowski and Bradley Noojin of Shearman & Sterling LLP serving as legal advisors to Kingswood Acquisition Corp. Ari Edelman and Griffin Doty of McDermott Will & Emery LLP serving as legal counsels to Wentworth Management Services, LLC. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Morrow & Co., LLC acted as information agent to Kingswood Acquisition Corp. Morrow & Co., LLC received a fee of $27,500 from Kingswood Acquisition. DLA Piper LLP (US) is serving as legal counsel to Wentworth Management Services LLC.