--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-037860" form_type: "8-K/A" ticker: "BCG" cik: "0001953984" company_name: "Binah Capital Group, Inc." filed_at: "2024-03-22T23:59:59+00:00" generated_at: "2026-06-04T09:20:23.410122+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Binah Capital Group completes de-SPAC merger with Wentworth Management; aggregate consideration ~$217M ## Summary - PIPE financing of $14.4M from Pollen Street Capital for 1.5M Series A preferred shares at $9.60/share. - Redemptions of 403,066 public shares for ~$5.3M at ~$13.15/share; trust account balance post-close ~$1.05M. - Post-closing capital structure: 16,461,608 common shares, 1.5M Series A preferred, 15,106,550 warrants. - Common stock trades as BCG, warrants as BCGWW on Nasdaq; MHC Securities LLC holds 54.74% of common shares. - Credit agreement amended with Oak Street; Craig Gould and MHC pledge 100% of held common as collateral. ## SEC filing metadata - accession: 0001104659-24-037860 - form_type: 8-K/A - ticker: BCG - cik: 0001953984 - company_name: Binah Capital Group, Inc. - filed_at: 2024-03-22T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 4.01, 9.01, 3.01, 3.02, 3.03, 5.01, 5.02, 5.03, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1953984/000110465924037860/0001104659-24-037860-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1953984/000110465924037860/tm249347d2_8ka.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-037860 - JSON: https://secwatch.observer/filing/0001104659-24-037860.json - Plain text: https://secwatch.observer/filing/0001104659-24-037860.txt ## Key facts - Governance Changes Binah Capital Group, Inc.: Amended and restated certificate of incorporation on Closing Date. - Change: charter amendment source text: On the Closing Date, the Company amended and restated its certificate of incorporation in the form of the Proposed Holdings Charter evidence_url: https://www.sec.gov/Archives/edgar/data/1953984/000110465924037860/0001104659-24-037860-index.htm - Governance Changes Binah Capital Group, Inc.: Adopted new bylaws on Closing Date. - Change: bylaw amendment source text: and adopted the Proposed Holdings Bylaws (the “ Company Organizational Documents ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1953984/000110465924037860/0001104659-24-037860-index.htm - Governance Changes Binah Capital Group, Inc.: Ceased being a shell company as a result of Business Combination. - Change: shell status source text: As a result of the Business Combination, the Company ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1953984/000110465924037860/0001104659-24-037860-index.htm - M&A Transactions Binah Capital Group, Inc. underwent a change of control for approximately 217 million in common stock and assumed indebtedness (closed 2024-03-15). - Action: change of control - Consideration: approximately 217 million in common stock and assumed indebtedness - Closing: 2024-03-15 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1953984/000110465924037860/0001104659-24-037860-index.htm - Material Agreements Binah Capital Group, Inc. entered into Voting Agreement with the Holders. - Action: entry - Counterparty: the Holders source text: Pursuant to the terms of the Registration Rights Agreement, the Holders are entitled to certain piggyback registration rights and customary demand registration rights. evidence_url: https://www.sec.gov/Archives/edgar/data/1953984/000110465924037860/0001104659-24-037860-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1953984/000110465924037860/0001104659-24-037860-index.htm - Material Agreements Binah Capital Group, Inc. entered into Registration Rights Agreement with Pollen Street Capital Limited, Wentworth, certain equity holders of Wentworth and certain other parties. - Action: entry - Agreement: equity purchase - Counterparty: Pollen Street Capital Limited, Wentworth, certain equity holders of Wentworth and certain other parties source text: 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 ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1953984/000110465924037860/0001104659-24-037860-index.htm - Material Agreements Binah Capital Group, Inc. entered into Lock-Up Agreement with the Holders. - Action: entry - Counterparty: the Holders source text: Pursuant to the terms of the Registration Rights Agreement, the Holders are entitled to certain piggyback registration rights and customary demand registration rights. evidence_url: https://www.sec.gov/Archives/edgar/data/1953984/000110465924037860/0001104659-24-037860-index.htm - Material Agreements 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 source text: Wentworth and certain other borrowers entered into the Fifth Amendment to the Credit Agreement (the “ Amendment ”) with Oak Street evidence_url: https://www.sec.gov/Archives/edgar/data/1953984/000110465924037860/0001104659-24-037860-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.