Business Description

The Company Binah Capital Group, Inc. is a Delaware corporation with its corporate headquarters located at 80 State Street, Albany, NY 12207, telephone number (212) 404-7002, Internet website address www.binahcap.com. Our Internet website and content contained therein or connected thereto are not intended to incorporate into this Annual Report. References to “Binah,” the “Company,” “we,” “our” and “us” and similar terms mean Binah Capital Group, Inc. and its subsidiaries following the completion of the Business Combination (as defined below), unless the context otherwise requires. The Business Combination On March 15, 2024 (the “ Closing Date ”), the Company consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated July 7, 2022 (as amended, the “ Business Combination Agreement ” and the consummation of such contemplated transactions, the “ Closing ”), by and among Kingswood Acquisition Corp, a Delaware corporation (“ KWAC ”), the Company, Kingswood Merger Sub, Inc., a Delaware corporation (“ Kingswood Merger Sub ”), Wentworth Merger Sub, LLC, a Delaware limited liability company (“ Wentworth Merger Sub ”), and Wentworth Management Services LLC, a Delaware limited liability company (“ Wentworth ”). Pursuant to the Business Combination Agreement, on the Closing Date, Kingswood Merger Sub merged with and into KWAC (the “ Kingswood Merger ”), with KWAC surviving the Kingswood Merger as a wholly-owned subsidiary of the Company (the “ Kingswood Surviving Company ”). Simultaneously with the Kingswood Merger, Wentworth Merger Sub merged with and into Wentworth (the “ Wentworth Merger ”), with Wentworth surviving the Wentworth Merger as a wholly-owned subsidiary of the Company (the “ Surviving Company ”). Following the Wentworth Merger, Kingswood Surviving Company acquired, and the Company contributed to Kingswood Surviving Company all of the common units of the Surviving Company directly held by the Company after the Wentworth Merger (the “ Holdings Contribution ”), such that, following the Holdings Contribution, Surviving Company became a wholly-owned subsidiary of the Kingswood Surviving Company (the Kingswood Merger and the Wentworth Merger, together with the other transactions contemplated by the Merger Agreement, the “ Business Combination ”). During the year ended December 31, 2024, KWAC’s name was changed to Binah Capital Corp. (“Binah”) and Wentworth began to operate under a dba Binah Management Services (“BMS”). The names Binah and BMS will be used throughout. Business Overview The Company is a leading platform provider for retail wealth management businesses that owns and operates ten entities, four of which are broker-dealers, three of which are registered investment advisors, and three of which are insurance entities, that have over 1,600 registered individuals working within the financial services industries. The Company focuses on three critical areas comprised of the hybrid, independent and W2 business models to allow affiliated advisors to choose the operating model that works best for them and run their practices on their own terms. The Company’s platform adds to its flexibility by providing a variety of custody and clearing firm options to accommodate the unique business needs of advisors. The Company believes it will be a natural destination for financial advisors and assets in motion by strategically positioning itself as the hybrid broker-dealer of choice, with top clearing and custodial relationships and strategic partnerships.…