United States securities and exchange commission logo
October 20, 2020
Michael Nessim
Chief Executive Officer
Kingswood Global Holdings Inc.
17 Battery Place, Room 625
New York, NY 10004
Re: Kingswood Global
Holdings Inc.
Registration
Statement on Form S-1
Filed October 13,
2020
File No. 333-249437
Dear Mr. Nessim:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Summary
The Offering
Founder shares, page 21
1. Please revise to
clarify the vote required to approve the initial business combination. In
that regard, we note
that on pages 29 and 134 you disclose that if you seek stockholder
approval, you will
complete your initial business combination only if a majority of the
outstanding shares of
common stock are voted in favor of the initial business combination.
However, on page 99 you
disclose that if you seek stockholder approval, you will
complete your initial
business combination only if a majority of the outstanding shares of
common stock voted are
voted in favor of the initial business combination. In addition, we
note your revised
disclosure in response to prior comment 2 reflects that you would need
Michael Nessim
FirstName
KingswoodLastNameMichael Nessim
Global Holdings Inc.
Comapany
October 20,NameKingswood
2020 Global Holdings Inc.
October
Page 2 20, 2020 Page 2
FirstName LastName
937,501, or 6.25%, of the 15,000,000 public shares sold in the
offering to be voted in
favor of an initial business combination to approve an initial
business combination
assuming a quorum is present at a stockholders' meeting. If such
disclosure assumes that
only the minimum number of shares representing a quorum are present,
please make this
clear in your disclosure.
Principal Stockholders, page 127
2. Please revise to disclose the natural person or persons who exercise
voting or dispositive
control over the shares beneficially owned by Pollen Street Capital
Limited. Refer to
Exchange Act Rule 13d-3.
Description of Securities
Common Stock, page 133
3. Although your prospectus cover page and disclosure on pages 21 and 128
state that only
holders of Class B Common Stock will have the right to vote on the
appointment of
directors prior to or in connection with the completion of your
initial business
combination, we note you have removed related disclosure here, under
Founder Shares on
page 135 and in Note 7 to your Financial Statements. Please advise or
revise. If holders
of Class B Common Stock will have the right to vote on the appointment
of directors prior
to or in connection with the completion of an initial business
combination, please also
clarify that this is an exception to shareholders otherwise voting
together as a single class
on all matters submitted to a vote of your shareholders.
General
4. We note your revisions in response to prior comment 7. Please expand
your disclosure to
discuss your and your sponsor's relationship with your financial
backers.
5. Please ensure your registration statement is signed by a majority of
your board of
directors. See Instruction 1 to the Instructions to the signatures
block of Form S-1.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Michael Nessim
Kingswood Global Holdings Inc.
October 20, 2020
Page 3
You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or
Craig Arakawa, Accounting Branch Chief, at (202) 551- 3650 if you have
questions regarding
comments on the financial statements and related matters. Please contact Karina
Dorin, Staff
Attorney, at (202) 551-3763 or Laura Nicholson, Special Counsel, at (202)
551-3584 with any
other questions.
Sincerely,
FirstName LastNameMichael Nessim
Division of
Corporation Finance
Comapany NameKingswood Global Holdings Inc.
Office of Energy &
Transportation
October 20, 2020 Page 3
cc: Christopher Zochowski
FirstName LastName