Binah Capital Group, Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
BCG$1.07-2.7%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as part of this Form 10-K:
Financial Statements:
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| | Page |
| Report of Independent Registered Public Accounting Firm | F-2 |
| Consolidated Statements of Financial Condition as of December 31, 2024 and 2023 | F-3 |
| Consolidated Statements of Operations for the years ended December 31, 2024 and December 31, 2023 | F-4 |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and December 31, 2023 | F-5 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2024 and December 31, 2023 | F-6 |
| Notes to the Consolidated Financial Statements | F-7 |
| (b) | Exhibits: |
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| Exhibit No. | Description | |
| 2.1† | Agreement and Plan of Merger, dated as of July 7, 2022, by and among Kingswood Acquisition Corp., Binah Capital Group, Inc., Kingswood Merger Sub Inc., Wentworth Merger Sub Inc., CF OMS LLC and Wentworth Management Services, LLC (incorporated by reference to Exhibit 2.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 2.2 | First Amendment to Agreement and Plan of Merger, dated as of March 20, 2023, between Kingswood Acquisition Corp., Binah Capital Group, Inc., Kingswood Merger Sub, Inc., Wentworth Merger Sub, LLC and Wentworth Management Services LLC (incorporated by reference to Exhibit 2.2 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 2.3 | Second Amendment to Agreement and Plan of Merger, dated as of September 13, 2023, between Kingswood Acquisition Corp., Binah Capital Group, Inc., Kingswood Merger Sub, Inc., Wentworth Merger Sub, LLC and Wentworth Management Services LLC (incorporated by reference to Exhibit 2.3 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 3.1 | Amended and Restated Certificate of Incorporation of Binah Capital Group, Inc. (incorporated by reference to Exhibit 3.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 3.2 | Amended and Restated Bylaws of Binah Capital Group, Inc. (incorporated by reference to Exhibit 3.2 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 4.1 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 4.2 | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 4.3 | Existing Warrant Agreement, dated November 19, 2020, between Kingswood Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.3 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 4.4 | Warrant Assumption Agreement, dated March 15, 2024, by and among Continental Stock Transfer and Trust Company, Kingswood Acquisition Corp. and Binah Capital Group, Inc. (incorporated by reference to Exhibit 4.4 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 4.5 | Certificate of Designations (incorporated by reference to Exhibit 4.5 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 4.6* | | Description of Securities |
| 10.1 | Subscription Agreement, dated March 15, 2024, by and among Binah Capital Group, Inc., Wentworth Management Funding LLC and Pollen Street Capital Limited (incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). |
| 10.2 | Registration Rights Agreement, dated March 15, 2024, by and among Binah Capital Group, Inc. and the holders party thereto (incorporated by reference to Exhibit 10.2 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 10.3 | Lock-Up Agreement, dated March 15, 2024, by and among Binah Capital Group, Inc. and the holders party thereto (incorporated by reference to Exhibit 10.3 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 10.4 | Voting Agreement, dated March 15, 2024, by and among Binah Capital Group, Inc. and the holders party thereto (incorporated by reference to Exhibit 10.4 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 10.5 | Stock Pledge Agreement, dated March 15, 2024, by and among Craig Gould, MHC Securities, LLC and Oak Street Funding LLC. (incorporated by reference to Exhibit 10.11 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 10.6 | Strategic Alliance Agreement, dated March 15, 2024, by and between Binah Capital Group, Inc. and Kingswood US LLC. (incorporated by reference to Exhibit 10.12 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 10.7 | | Credit Agreement, dated December 23, 2024, by and between Binah Capital Group, Inc. and Byline Bank (incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on December 23, 2024). |
| 31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1*101.INS101.CAL101.SCH101.DEF101.LAB101.PRE104 | | Claw Back PolicyXBRL Instance DocumentXBRL Taxonomy Extension Calculation Linkbase DocumentXBRL Taxonomy Extension Schema DocumentXBRL Taxonomy Extension Definition Linkbase DocumentXBRL Taxonomy Extension Labels Linkbase DocumentXBRL Taxonomy Extension Presentation Linkbase DocumentCover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
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| * | Filed Herewith |
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| ** | Furnished Herewith |
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