secwatch / observer
8-K filed March 21, 2024, 7:59 PM ET ticker BCG CIK 0001953984
other material confidence high sentiment neutral materiality 1.00

Binah Capital Group, Inc. (BCG): M&A transaction — Binah Capital closes de-SPAC combination with Wentworth; $217M consideration

Binah Capital Group, Inc.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Binah Capital Group, Inc.: Amended and restated certificate of incorporation.

Change
charter amendment
Exact text from the filing
On the Closing Date, the Company amended and restated its certificate of incorporation in the form of the Proposed Holdings Charter
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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Binah Capital Group, Inc.: Ceased being a shell company after business combination.

Change
shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased being a shell company
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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Binah Capital Group, Inc.: Adopted new bylaws.

Change
bylaw amendment
Exact text from the filing
adopted the Proposed Holdings Bylaws (the “ Company Organizational Documents ”), which differ in certain material respects from the Existing Organizational Documents of KWAC
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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Binah Capital Group, Inc. underwent a change of control involving Kingswood Acquisition Corp for approximately 217 million, paid in the form of common stock, par value $0.0001 per share and assumed indebtedness (closed 2024-03-15).

Action
change of control
Counterparty
Kingswood Acquisition Corp
Consideration
approximately 217 million, paid in the form of common stock, par value $0.0001 per share and assumed indebtedness
Closing
2024-03-15
Exact text from the filing
Agreement, the “ Business Combination ”). Under the terms of the Business Combination Agreement, the aggregate consideration paid in the Business Combination was approximately 217 million, paid in the form of common stock, par value $0.0001 per share (“Company Common Stock”) and assumed indebtedness, as more specifically set forth therein. ess Combination was
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

Binah Capital Group, Inc. entered into Lock-Up Agreement with the Holders.

Action
entry
Counterparty
the Holders
Exact text from the filing
the Company entered into that certain Lock-up Agreement with the Holders (the " Lock-Up Agreement "), pursuant to which, subject to certain exceptions, the Holders agreed to not transfer or make any announcement of any intention to effect a transfer
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Binah Capital Group, Inc. entered into Subscription Agreement with Pollen Street Capital Limited valued at aggregate gross proceeds of $14,400,000.

Action
entry
Agreement
equity purchase
Counterparty
Pollen Street Capital Limited
Value
aggregate gross proceeds of $14,400,000
Exact text from the filing
the Company and Wentworth entered into that certain Subscription Agreement (the " Subscription Agreement ") with Pollen Street Capital Limited (the " PIPE Investor "), pursuant to which, on the Closing Date, the PIPE Investor subscribed for and purchased, and the Company issued and sold to the PIPE Investor, an aggregate of 1,500,000 Series A Preferred Stock for a purchase price of $9.60 per share, for aggregate gross proceeds of $14,400,000 (the " PIPE Financing ").
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

Binah Capital Group, Inc. entered into Warrant Assumption Agreement with Continental Stock Transfer & Trust Company, KWAC.

Action
entry
Counterparty
Continental Stock Transfer & Trust Company, KWAC
Exact text from the filing
Continental Stock Transfer & Trust Company (the " Transfer Agent "), KWAC and the Company entered into the Warrant Assumption and Assignment Agreement (the " Warrant Assumption Agreement "), pursuant to which, among other things, KWAC assigned to the Company all of KWAC's right, title and interest in and to, and the Company assumed all of KWAC's liabilities and obligations under the certain Warrant Agreement
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Binah Capital Group, Inc. amended Fifth Amendment to the Credit Agreement with Oak Street Funding LLC.

Action
amendment
Agreement
credit facility
Counterparty
Oak Street Funding LLC
Exact text from the filing
At Closing, Wentworth and certain other borrowers entered into the Fifth Amendment to the Credit Agreement (the " Amendment ") with Oak Street
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

Binah Capital Group, Inc. entered into Registration Rights Agreement with the PIPE Investor, Wentworth, certain equity holders of Wentworth and certain other parties identified therein.

Action
entry
Agreement
equity purchase
Counterparty
the PIPE Investor, Wentworth, certain equity holders of Wentworth and certain other parties identified therein
Exact text from the filing
the Company entered into that certain Registration Rights Agreement with the PIPE Investor, Wentworth, certain equity holders of Wentworth and certain other parties identified therein (such persons, the " Holders ") (the " Registration Rights Agreement ").
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268 governance changes filed in the last 30 days. Browse all governance changes →

Binah Capital Group, Inc. filing history →

Source: SEC EDGAR
accession 0001104659-24-037410
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