Binah Capital Group Files 8-K/A Amendment
Ticker: BCGWW · Form: 8-K/A · Filed: Feb 11, 2025 · CIK: 1953984
| Field | Detail |
|---|---|
| Company | Binah Capital Group, Inc. (BCGWW) |
| Form Type | 8-K/A |
| Filed Date | Feb 11, 2025 |
| Risk Level | medium |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $0.0001, $11.50 |
| Sentiment | neutral |
Sentiment: neutral
Topics: amendment, acquisition, auditor-change
TL;DR
Binah Capital Group filed an 8-K/A amendment for asset deals and auditor changes, originally from March 2024.
AI Summary
Binah Capital Group, Inc. filed an 8-K/A amendment on February 11, 2025, to report on events originally dated March 15, 2024. The filing pertains to the completion of an acquisition or disposition of assets, changes in the certifying accountant, and includes financial statements and exhibits. The company is incorporated in Delaware and headquartered in New York.
Why It Matters
This amendment provides updated information regarding significant corporate events, including asset transactions and changes in auditors, which are crucial for investors to understand the company's financial and operational status.
Risk Assessment
Risk Level: medium — Amendments to 8-K filings can indicate previously undisclosed or corrected information, potentially impacting investor confidence and stock valuation.
Key Numbers
- 0.0001 — Common Stock Par Value (Indicates the nominal value per share of common stock.)
- 11.50 — Warrant Exercise Price (Specifies the price at which warrants can be exercised for common stock.)
Key Players & Entities
- Binah Capital Group, Inc. (company) — Registrant
- February 11, 2025 (date) — Filing Date
- March 15, 2024 (date) — Earliest Event Reported Date
- New York (location) — Company Headquarters
- Delaware (location) — State of Incorporation
FAQ
What specific assets were involved in the acquisition or disposition reported in this 8-K/A?
The filing does not specify the exact assets involved in the acquisition or disposition, only that it is an item of information being reported.
Who is the new certifying accountant for Binah Capital Group, Inc.?
The filing indicates a change in the certifying accountant but does not name the new accountant.
What is the reason for filing an amendment (8-K/A) instead of an initial 8-K?
An 8-K/A is filed to amend or supplement a previously filed Current Report on Form 8-K, suggesting corrections or additions to prior disclosures.
What is the significance of the 'Date As Of Change' being February 10, 2025?
This date likely represents the date when the changes or events reported in the amendment became effective or were finalized.
Are there any financial statements included with this amendment?
Yes, the filing explicitly lists 'Financial Statements and Exhibits' as an item of information being reported, indicating their inclusion.
Filing Stats: 1,522 words · 6 min read · ~5 pages · Grade level 12.4 · Accepted 2025-02-10 17:51:28
Key Financial Figures
- $0.0001 — Registered Common Stock, par value $0.0001 per share BCG The Nasdaq Stock Mark
- $11.50 — of Common Stock at an exercise price of $11.50 per share BCGWW The Nasdaq Stock Ma
Filing Documents
- tm2430957d1_8ka.htm (8-K/A) — 41KB
- tm2430957d1_ex16-1.htm (EX-16.1) — 3KB
- tm2430957d1_ex99-1.htm (EX-99.1) — 399KB
- tm2430957d1_ex99-2.htm (EX-99.2) — 167KB
- tm2430957d1_ex99-3.htm (EX-99.3) — 346KB
- tm2430957d1_ex99-4.htm (EX-99.4) — 331KB
- 0001104659-25-011011.txt ( ) — 1658KB
- bcg-20240315.xsd (EX-101.SCH) — 4KB
- bcg-20240315_def.xml (EX-101.DEF) — 28KB
- bcg-20240315_lab.xml (EX-101.LAB) — 38KB
- bcg-20240315_pre.xml (EX-101.PRE) — 26KB
- tm2430957d1_8ka_htm.xml (XML) — 7KB
01. Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets. FORM 10 INFORMATION
Management's Discussion and Analysis of Financial Condition
Management's Discussion and Analysis of Financial Condition and Results of Operations The information set forth in Exhibit 99.2 to this Amendment is incorporated herein by reference.
Financial Statements, Supplementary Data and Exhibits
Financial Statements, Supplementary Data and Exhibits The information set forth in sections (a) and (d) of Item 9.01 of this Amendment is incorporated herein by reference.
01. Changes in Registrant's Certifying
Item 4.01. Changes in Registrant's Certifying Accountant. On March 15, 2024, the Audit Committee of the Board approved FGMK, LLC (" FGMK ") as its independent registered public accounting firm. FGMK previously served as the independent registered public accounting firm of Wentworth prior to the Business Combination. Accordingly, Binah Capital Group, Inc. intended to dismiss Marcum LLP (" Marcum "), the independent registered public accounting firm prior to the Business Combination of Binah Capital Corp. (formerly known as Kingswood Acquisition Corp.), a wholly owned subsidiary of Binah Capital Group, Inc. (" KWAC "), following the completion of its audit of KWAC's financial statements as of and for the year ended December 31, 2023. The Audit Committee of the Board of Binah Capital Group, Inc. dismissed Marcum on February 5, 2025. Marcum's report of independent registered public accounting firm dated December 13, 2024 on the balance sheets of KWAC as of December 31, 2023 and 2022, the related statements of operations, changes in stockholders' deficit and cash flows for each of the two years in the period ended December 31, 2023, and the related notes to the financial statements did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles. During the two years in the period ended December 31, 2023, there were no (i) "disagreements" (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K) by KWAC with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference thereto in its reports on KWAC's financial statements for such periods, or (ii) "reportable events" (as described in Item 304(a)(1)(iv) other than the material weaknesses in internal controls identified by management as of December 31,
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of business acquired. The audited consolidated financial 99.1 and incorporated herin by reference. The audited consolidated financial statements of Kingswood Acquisition Corp. as of December 31, 2023 and 2022 and related notes are filed herewith as exhibit 99.3 and incorproated herein by reference. (b) Pro forma financial information. The unaudited pro forma condensed combined financial information of the Company as of December 31, 2023 and the related notes are filed herewith as exhibit 99.4 and incorporated herin by reference. (d) Exhibits. Exhibit No. Description 16.1 Letter from Marcum LLP 9 9.1 Audited consolidated financial statements of Wentworth Management Services LLC as of December 31, 2023 and 2022. 99.2 Management's Discussion and Analysis of Financial Condition and Results of Operations of Wentworth for the year ended December 31, 2023 and 2022. 99.3 Audited consolidated financial statements of Kingswood Acquisition Corp. as of December 31, 2023 and 2022. 99.4 Unaudited pro forma condensed combined financial information of Binah Capital Group, Inc. as of December 31, 2023. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 10, 2025 BINAH CAPITAL GROUP, INC. By: /s/ Craig Gould Name: Craig Gould Title: Chief Executive Officer and Director