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Item 9A. Controls and Procedures

ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
 Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of December 31, 2024, our disclosure controls and procedures were effective.
 Internal Control over Financial Reporting
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.
 This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to the Company being considered an emerging growth company.
 ITEM 9B. OTHER INFORMATION
 N o n e .
 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
 Not applicable.
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 PART III
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 As of the date of this Form 10-K, our directors and executive officers are as follows:
 

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 Name 
 
 Age 
 
 Position 
 
 
 Craig Gould
 ​ 
 54
 ​ 
 Chief Executive Officer and Chairman
 ​ 
 
 David Shane
 ​ 
 59
 ​ 
 Chief Financial Officer and Director
 ​ 
 
 David Crane
 ​ 
 58
 ​ 
 Director
 ​ 
 
 Daniel Hynes
 ​ 
 55
 ​ 
 Director
 ​ 
 
 Joel Marks
 ​ 
 67
 ​ 
 Director
 ​ 
 

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 Set forth below is biographical information about each of the individuals named in the tables above:
 Executive Officers
 Craig Gould . Mr. Gould is the Chief Executive Officer of Binah Capital Group, Inc., a holding company that acquires and manages businesses in the wealth management industry.
 Craig has over 25 years in senior management roles in the financial services industry, including Chief Executive Officer, National Sales Manager and Head of Investment Banking. Mr. Gould started Cabot Lodge Securities as its President in 2012. Previously, he was the President of Fintegra, a Midwest broker/dealer. Prior to Fintegra, he was the National Sales Manager for Wunderlich Securities, and prior to that he was the Vice Chairman of Olympic Cascade Financial Corporation (an AMEX listed company).
 Mr. Gould graduated with a B.A. from the University of Wisconsin-Madison.
 We believe Mr. Gould is qualified to serve on the Board because of the perspective and experience he brings as our Chief Executive Officer and his deep experience in our industry.
 David Shane . Mr. Shane is the Company’s Chief Financial Officer. Previously, David served as an independent consultant providing financial advisory services including accounting, financial reporting, regulatory reporting and transaction structuring services to companies primarily in the Financial Services Industry.
 David has thirty plus years of experience in the financial services industry. David’s financial services experience includes dealings with securities broker-dealers, registered investment advisors, asset management companies and alternative asset companies including private equity, venture capital and hedge funds. David has extensive public accounting experience having served as a Financial Services Audit Partner for RSM and FGMK, LLC. David’s clients included both closely-held and publicly-held financial services companies. David also has experience in mergers and acquisitions, capital raising in both the public and private markets and transaction structuring. In addition to David’s public accounting experience, he has served as the Chief Financial Officer for financial services companies, with most recently as the Chief Financial Officer of Sanctuary Wealth Group. In addition to David’s technical skills and business acumen, he brings an extensive network within the financial services industry to the Company. David is a graduate of Indiana University with a degree in finance, a certified public accountant, and holds a Series 27 FINRA registration.
 We believe Mr. Shane is qualified to serve on the Board because of his broad financial experience, with experience in our specific industry, and extensive public accounting experience.
 Non-Employee Directors
 Joel Marks. Throughout his almost 40-year career in the independent financial services industry, Mr. Marks held a variety of senior executive positions at two highly successful firms, each of which were subsequently acquired by larger organizations. JWGenesis Financial Corp. was acquired by First Union in 2001 and First Allied Holdings, Inc. was acquired by RCAP Holdings LLC in 2013. At the time of their acquisition by RCAP Holdings LLC, Mr. Marks served as Chairman of both First Allied Holdings and The Legend 

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 Group and with combined annual revenues of approximately $350 million, 1,400 independent financial advisors and assets under administration in excess of $35 billion.
 Mr. Marks played a key role in the development and implementation of his prior firms’ business strategy and personally lead the acquisition and integration of more than twenty firms during his tenure. Upon his departure from First Allied at the end of 2014 Mr. Marks served as an independent consultant to the independent financial services industry and most recently represented NEXT Financial Group in its 2019 sale to Atria Wealth Solutions, Inc.
 Mr. Marks graduated from the University of Florida in 1978 and immediately began a career with Deloitte LLP. He received his certification as a public accountant that same year and remained at Deloitte through 1983 at which time the entrepreneurial spirit came calling and he moved to Atlanta to co-found the business which was subsequently acquired by First Union in 2001. In addition, Mr. Marks is active in numerous civic and community affairs and is a lifetime trustee of the Jewish Federation of Greater Atlanta, Inc., having previously served as its board chair and serves on several governance committees.
 We believe Mr. Marks is qualified to serve on the Board because of his knowledge and experience in the financial services industries and his experience with mergers and acquisitions in the financial services industry.
 David Crane. Mr. Crane is a Principal at Bose Public Affairs Group where he manages a government relations practice focused primarily on financial services, energy, intellectual property, pharmaceutical and tax issues. Prior to joining Bose, Mr. Crane founded two successful lobbying firms, Quadripoint Strategies (sole proprietor) and TGC Group (Partnership). He is a legislative and public policy specialist with over 25 years of experience working at the highest levels in the United States Congress, national and state politics. Mr. Crane has extensive experience representing many of the largest financial services entities and trade associations on every aspect of financial services legislation and regulation both before Congress and regulators. The list of current and past clients includes: Bank of America, Royal Bank of Scotland, Citizens Financial Group, State Farm Insurance, Financial Services Roundtable, The Clearing House Association, Banks Policy Institute and the Securities Industry and Fund Manager’s Association as well as numerous issue-based industry coalitions. On Capitol Hill, Mr. Crane served as Senior Domestic Policy Advisor to Senate Majority Leader Trent Lott. He also served as senior advisor to Senator John McCain, including as Professional Staff on the Senate Commerce Committee and as Senior Domestic Policy Advisor to Senator McCain’s presidential campaigns in 2000 and 2008, and as Legislative Director for Senator Dan Coats of Indiana. Mr. Crane started his career in Washington doing opposition research at the National Republican Senatorial Committee under then-Chairman Senator Phil Gramm (TX).
 Mr. Crane holds a degree in political science from Ball State University.
 We believe Mr. Crane is qualified to serve on the Board because of his knowledge and experience in the financial services industries and with trade associations, as well as his knowledge of the legislation and regulation of the financial services industry.
 Daniel Hynes. Mr. Hynes is a Vice Chairman & Managing Director at Jefferies, LLC where he provides a broad array of investment banking, municipal financing and asset management products and services to clients throughout the U.S. Prior to joining Jefferies, Mr. Hynes served as the Deputy Governor, Budget & Economy for the State of Illinois where he oversaw 15 agencies and all boards and commissions related to the budget and economy of the state, including the Governor’s Office of Management and Budget, where Mr. Hynes spearheaded all major budget and economic initiatives on behalf of the Governor, including, proposing, negotiating and implementing the $95 billion state budget, directing state tax policy and managing the state’s debt portfolio and capital markets. In addition, Mr. Hynes also served as the Executive Director, Head of Taft Hartley and Large Market Chicago at UBS Asset Management from September 2015 to December 2018.
 We believe Mr. Hynes is qualified to serve on the Board because of the perspective he brings from his knowledge and experience of investment banking, municipal financing and asset management products and services.
 Family Relationships
 There are no family relationships between any of our executive officers and directors.

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 Board Composition
 Our business and affairs are organized under the direction of our board of directors. Our board of directors currently consists of ten members. The primary responsibilities of our board of directors is to provide oversight, strategic guidance, counseling and direction to our management. Our board of directors meets on a regular basis and additionally as required.
 Our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Currently, our board of directors is divided into the following classes:
 ● Class I, which consists of David Crane and Joel Marks, whose terms will expire at the first annual meeting of stockholders to be held in 2025;
 ● Class II, which consists of Daniel Hynes whose term will expire at the Company’s second annual meeting of stockholders to be held in 2026; and
 ● Class III, which consists of Craig Gould and David Shane, whose terms will expire at the Company’s third annual meeting of stockholders to be held in 2027.
 
 At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of our board of directors may have the effect of delaying or preventing changes in our control or management.
 Director Independence
 We adhere to the rules of Nasdaq in determining whether a director is independent. The Board consults with its counsel to ensure that the Board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The Nasdaq listing standards generally define an “independent director” as a person that, in the opinion of the issuer’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). The parties have determined that David Crane, Daniel Hynes and Joel Marks are considered our independent directors. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
 Board Leadership Structure and Role in Risk Oversight
 The Board oversees the risk management activities designed and implemented by our management. The Board does not anticipate having a standing risk management committee, but rather executes its oversight responsibility both directly and through its standing committees. The Board also considers specific risk topics, including risks associated with our strategic initiatives, business plans and capital structure. Our management, including our executive officers, are primarily responsible for managing the risks associated with operation and business of the company and provide appropriate updates to the Board and the Audit Committee. The Board delegates to the Audit Committee oversight of its risk management process, and our other Board committees also consider risks as they perform their respective committee responsibilities. All board committees report to the Board as appropriate, including, but not limited to, when a matter rises to the level of a material or enterprise risk.
 Board Committees
 The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below.

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 Audit Committee
 Our Audit Committee is responsible for, among other things:
 ● evaluating the performance, independence and qualifications of the Company’s independent auditors and determining whether to retain the Company’s existing independent auditors or engage new independent auditors; 

 ● reviewing the Company’s financial reporting processes and disclosure controls; 

 ● reviewing and approving the engagement of the Company’s independent auditors to perform audit services and any permissible non-audit services; 

 ● reviewing the adequacy and effectiveness of the Company’s internal control policies and procedures, including the responsibilities, budget, staffing and effectiveness of the Company’s internal audit function; 

 ● reviewing with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by the Company; 

 ● obtaining and reviewing at least annually a report by the Company’s independent auditors describing the independent auditors’ internal quality control procedures and any material issues raised by the most recent internal quality-control review; 

 ● monitoring the rotation of partners of the Company’s independent auditors on the Company’s engagement team as required by law; 

 ● prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of the Company’s independent auditor; 

 ● reviewing the Company’s annual and quarterly financial statements and reports, including the disclosures contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of such periodic reports, and discussing the statements and reports with the Company’s independent auditors and management; 

 ● reviewing with the Company’s independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of the Company’s financial controls and critical accounting policies; 

 ● reviewing with management and the Company’s auditors any earnings announcements and other public announcements regarding material developments; 

 ● establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding financial controls, accounting, auditing or other matters; 

 ● preparing the report that the SEC requires in the Company’s annual proxy statement; 

 ● reviewing and providing oversight of any related party transactions in accordance with the Company’s related party transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including the Company’s code of ethics; 

 ● reviewing the Company’s major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and 

 ● reviewing and evaluating on an annual basis the performance of the audit committee and the audit committee charter. 

 

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 Our Audit Committee consists of Joel Marks, David Crane and Daniel Hynes, with Joel Marks serving as the audit committee chair. The Board has affirmatively determined that Joel Marks, David Crane and Daniel Hynes each meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the Nasdaq rules. Each member of our Audit Committee also meets the financial literacy requirements of the Nasdaq listing standards. The Board has adopted a written charter for the Audit Committee, which is available on our corporate website. The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.
 Compensation Committee
 Our Compensation Committee is responsible for, among other things:
 ● reviewing and approving the corporate objectives that pertain to the determination of executive compensation; 

 ● reviewing and approving the compensation and other terms of employment of the Company’s executive officers; 

 ● reviewing and approving performance goals and objectives relevant to the compensation of the Company’s executive officers and assessing their performance against these goals and objectives; 

 ● making recommendations to the Board regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by the Board; 

 ● reviewing and making recommendations to the Board regarding the type and amount of compensation to be paid or awarded to the Company’s non-employee board members; 

 ● reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act; 

 ● administering the Company’s equity incentive plans, to the extent such authority is delegated by the Board; 

 ● reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections, indemnification agreements and any other material arrangements for the Company’s executive officers; 

 ● reviewing with management the Company’s disclosures under the caption “Compensation Discussion and Analysis” in the Company’s periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such periodic report or proxy statement; 

 ● preparing an annual report on executive compensation that the SEC requires in the Company’s annual proxy statement; and 

 ● reviewing and evaluating on an annual basis the performance of the compensation committee and recommending such changes as deemed necessary with the Board. 

 
 Our compensation committee consists of David Crane and Daniel Hynes, with Daniel Hynes serving as chairman. Our board of directors has determined that each of the members of the compensation committee is a non- employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and satisfies the independence requirements of the Nasdaq. The Board has adopted a written charter for the Compensation Committee, which is available on our corporate website. The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.
 Nominating and Corporate Governance Committee
 Our Nominating and Corporate Governance Committee is responsible for, among other things:
 ● identifying, reviewing and making recommendations of candidates to serve on the Board; 

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 ● evaluating the performance of the Board, committees of the Board and individual directors and determining whether continued service on the Board is appropriate; 

 ● evaluating nominations by stockholders of candidates for election to the Board; 

 ● evaluating the current size, composition and organization of the Board and its committees and making recommendations to the Board for approvals; 

 ● developing a set of corporate governance policies and principles and recommending to the Board any changes to such policies and principles; 

 ● reviewing issues and developments related to corporate governance and identifying and bringing to the attention of the Board current and emerging corporate governance trends; and 

 ● reviewing periodically the nominating and corporate governance committee charter, structure and membership requirements and recommending any proposed changes to the Board, including undertaking an annual review of its own performance 

 
 Our Nominating and Corporate governance committee consists of David Crane and Joel Marks, with David Crane serving as chairman. Our board of directors has determined that each of the members of nominating and corporate governance committee satisfies the independence requirements of the Nasdaq and the SEC. The Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our corporate website. The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.
 Limitation on Liability and Indemnification of Directors and Officers
 Our Amended and Restated Certificate of Incorporation limits the Company’s directors’ liability to the fullest extent permitted under the DGCL. The DGCL allows for directors of a corporation to not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:
 ● for any transaction from which the director derives an improper personal benefit;
 ● for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
 ● for any unlawful payment of dividends or redemption of shares; or
 ● for any breach of a director’s duty of loyalty to the corporation or its stockholders. 

 
 If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The DGCL and our Bylaws provide that the Company will, in certain situations, indemnify the Company’s directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.
 We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe these provisions in our Amended and Restated Certificate of Incorporation and Bylaws and the indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

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 Code of Business Conduct and Business Ethics for Employees, Executive Officers, and Directors
 The Company has adopted a Code of Conduct and Business Ethics applicable to its directors, executive officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions that complies with the rules and regulations of the Nasdaq. The Code of Conduct and Business Ethics codifies the business and ethical principles that govern all aspects of the Company’s business. A copy of the Code of Conduct and Business Ethics has been filed with the SEC and is provided on our website, gettyimages.com. The Company will disclose on its website all disclosures that are required by law or the Nasdaq listing standards concerning any amendments to or waivers of certain provisions of its Code of Conduct and Business Ethics. The information on any of our websites is deemed not to be incorporated in this Annual Report.
 ITEM 11. EXECUTIVE COMPENSATION
 The Company’s named executive officers for the year ended December 31, 2024, which consisted of the Company’s principal executive officer and the next two most highly compensated executive officers, were:
 ● Craig Gould, Chief Executive Officer; 

 ● Kathrine Flouton, Purshe Kaplan Sterling Investments, Inc.’s President; and 

 ● David Shane, Chief Financial Officer 

 
 Summary Compensation Table
 The following table sets forth information regarding the compensation of the Company’s named executive officers for the years ended December 31, 2024 and 2023.
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 ​ 
 
 ​ 
 
 ​ 
 ​ 
 
 Option 
 
 Nonequity 
 
 ​ 
 ​ 
 
 All Other 
 
 ​ 
 ​ 
 
 ​ 
 ​ 
 ​ 
 ​ 
 Salary 
 ​ 
 Award 
 ​ 
 Incentive 
 ​ 
 Bonus 
 ​ 
 Compensation 
 ​ 
 Total 
 
 Name and Principal Position 
 ​ 
 Year 
 ​ 
 ($) 
 ​ 
 ($) 
 ​ 
 Compensation 
 ​ 
 ($) 
 ​ 
 ($) 
 ​ 
 ($) 
 
 Craig Gould, CEO
 
 2024
 
 $
 412,500 
 
 — 
 
 — 
 
 $
 350,000 
 ​ 
 $
 28,169 
 
 $
 790,669
 
 Craig Gould, CEO
 
 2023
 ​ 
 $
 300,000 
 
 — 
 
 — 
 
 
 — 
 ​ 
 $
 64,586 
 ​ 
 $
 364,586 
 
 Katherine Flouton, President
 
 2024
 
 $
 400,000 
 
 — 
 
 — 
 
 
 — 
 ​ 
 $
 12,037 
 
 $
 412,037
 
 Kathrine Flouton, President
 
 2023
 
 $
 400,000 
 
 — 
 
 — 
 
 $
 50,000 
 ​ 
 $
 — 
 
 $
 450,000 
 
 David Shane, CFO
 
 2024
 
 $
 77,083 
 
 — 
 
 — 
 
 $
 350,000 
 ​ 
 $
 — 
 
 $
 427,083 
 

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 Outstanding Equity Awards at Fiscal Year-End
 The Company had not issued any equity awards as of December 31, 2024 and 2023.
 Employment Agreements — Craig Gould, David Shane and Katherine Flouton
 Set forth below is a description of the current employment agreements of Mr. Gould, Mr. Shane and Ms. Flouton as of December 31, 2024.
 Mr. Gould Employment Agreement 
 On August 14, 2024, the Company entered into an executive employment agreement with Craig Gould, the Company’s Chief Executive Officer. The Gould Agreement is for an initial, five-year term which will automatically renew for additional, consecutive three-year terms unless either party provides the other party with 90 days’ notice of the intent not to renew prior to the expiration of the applicable term. Notwithstanding the foregoing, Mr. Gould’s employment is “at-will”, and the Gould Agreement may be terminated at any time, by either party, with or without Cause (as defined below) or advance notice.
 Mr. Gould’s 2024 annualized base salary is $600,000. In addition, the Company may provide Mr. Gould a discretionary year-end performance-based bonus which will not be less than the bonus paid to any other executive of the Company. Mr. Gould’s performance and the Company’s performance are to be primary considerations in determining any such annual bonus, which is subject to his continuous employment December 31 of the relevant bonus year, with such bonus payable no later than March 31 of the year following the relevant bonus year.
 No later than September 15, 2025, the Company will grant Mr. Gould nonqualified stock options to purchase 600,000 shares of common stock of the Company, subject to any reasonable capitalization adjustments before the date of grant, under the terms of the Company’s 2024 Equity Incentive Plan, as may be amended from time to time (the “ Plan ”). These initial options will be exercisable for a period of ten (10) years, subject to earlier termination in accordance with the option agreement and Plan. The exercise price of these initial options will be equal to the fair market value of the Company’s common Stock on the date of grant. The vesting schedule of these initial options will be as follows: (a) one-third of the Initial Options will vest on December 31, 2025, based on continued service through such date; and (b) two-thirds of the Initial Options will vest ratably on a monthly basis over the remainder of Mr. Gould’s initial term based on continued service through each vesting date, with the first such vesting date being on January 31, 2025. The Initial Options will accelerate and be deemed vested in full upon a Change in Control as defined in the Plan.
 On each anniversary of the Closing, the Company will grant Mr. Gould nonqualified stock options to purchase that number of shares of common stock of the Company which have a grant date fair value equal to his then annual base salary amount, as reasonably determined by the Board, under the terms of the Plan. These additional options will be exercisable for a period of ten (10) years, subject to earlier termination in accordance with the option agreement and Plan. The exercise price of these additional options will be equal to the fair market value of the Company’s common Stock on the date of grant. The vesting schedule of these additional options will be ratable monthly over three years from the date of the grant. The additional options will accelerate and be deemed vested in full upon a Change in Control as defined in the Plan.
 After the filing of a registration statement on Form S-8 for the Plan, the Company will grant Mr. Gould, subject to his continuous service, 500,000 restricted stock units settled in shares of common stock of the Company, subject to any reasonable capitalization adjustments before the date of grant, with one-half of the grant vesting on the first anniversary of the date of grant and the remainder of the grant vesting on the second anniversary of the date of grant based on Mr. Gould’s continued service through each vesting date.
 During 2025, after the filing of a registration statement on Form S-8 for the Plan, the Company will grant to Mr. Gould, subject to his continuous service, a fully vested share grant with a grant date fair market value of $220,000. If, during 2025, Mr. Gould continues to provide a personal guarantee on Company debt, the Company will grant Mr. Gould, subject to his continuous service, a fully vested share grant with a grant date fair market value of $220,000.
 All options granted by the Company will be forfeited upon Mr. Gould’s termination for Cause. All option grants will be subject to the terms of the applicable option agreement and Plan.

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 If the Company terminates Mr. Gould’s employment without Cause, or Mr. Gould resigns for Good Reason Mr. Gould is entitled to (i) three times the amount of Mr. Gould’s base compensation and three times the amount of the annual bonus payment paid to Mr. Gould for the bonus year prior to the year in which termination occurs, payable in a lump-sum payment on the first regular payday occurring 60 days following the termination date, and (ii) accelerated vesting of all outstanding options as of the effective date of Mr. Gould’s termination. In addition, in the event that Mr. Gould resigns other than for Good Reason, or the Gould Agreement is not renewed upon expiration of the applicable term, Mr. Gould will receive a payment equal to his then-current annual base salary and target annual bonus, payable in a lump sum payment on the first regular payday occurring 60 days following the termination date, in exchange for Mr. Gould being bound to a non-competition agreement. Mr. Gould will only receive these severance payments if Mr. Gould executes a full general and mutual release in a form acceptable to the Company and Mr. Gould, and such release has become effective in accordance with its terms prior to the 60th day following the termination date. All other obligations to Mr. Gould will be automatically terminated and completely extinguished.
 If Mr. Gould’s employment with the Company terminates due to (x) Mr. Gould’s death, (y) Mr. Gould’s inability to perform the essential functions of his position with or without reasonable accommodation, (z) termination by the Company for Cause, Mr. Gould will not be entitled to the severance payments in the prior paragraph and will only be entitled to receive base salary and benefits accrued through the termination date. If Mr. Gould’s employment terminates due to Mr. Gould’s disability or death, Mr. Gould will also be entitled to accelerated vesting of all stock or other options that are unvested as of the termination date.
 For this purpose, “Cause” is defined as any of the following: (i) conviction of or a plea of nolo contendere to any felony or any misdemeanor that involves crimes of moral turpitude, fraud or theft; or (i) the material breach by Mr. Gould of any of his obligations, duties and/or covenants under the Gould Agreement if such breach causes material damage to the Company, which breach, if curable, continues following written notice from the Company describing same with particularity and expiration of a 60-day cure period. “Good Reason” is defined as any of the following, without Mr. Gould’s written consent: (i) a material diminution in Mr. Gould’s responsibilities, authority or duties; (ii) a diminution in Mr. Gould’s base salary or target annual bonus amount; or (iii) the material breach by the Company of any material provision of the Gould Agreement or other written agreement between the Company and Mr. Gould, provided that a Good Reason Process has been followed prior to termination. “Good Reason Process” shall mean that (i) Mr. Gould reasonably determines in good faith that one of the Good Reason prongs has occurred; (ii) Mr. Gould has notified the Company of such occurrence in writing within 30 days of the occurrence; (iii) Mr. Gould cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “ Cure Period ”), to remedy the condition; (iv) notwithstanding such efforts, the occurrence of the Good Reason continues to exist; and (v) Mr. Gould terminates his employment within 30 days after the end of the Cure Period.
 If Mr. Gould’s employment is terminated for any reason, he is subject to: ongoing confidentiality and non-disclosure obligations; and 12-month, post-termination restrictive covenants of non-solicitation of employees, and customers Mr. Gould will be subject to a 12-month, post-termination non-competition clause, provided that if his initial or renewal term is not extended or where he resigns without Good Reason, he must be compensated for the restricted period in order for the non-competition clause to be enforceable. Each of the non-solicitation and non-competition provisions, as applicable, will be extended by one day for each day that Mr. Gould is deemed by a court or other tribunal to have violated any such restrictive covenants.
 Mr. Shane Employment Agreement 
 On August 14, 2024, the Company entered into an executive employment agreement with David Shane, the Company’s Chief Financial Officer (the “ Shane Agreement ”). The Shane Agreement will be for an initial, three-year term which will automatically renew for additional, consecutive one-year terms unless either party provides the other party with 60 days’ notice of the intent not to renew prior to the expiration of the applicable term. Notwithstanding the foregoing, Mr. Shane’s employment is “at-will” and the Shane Agreement may be terminated at any time, by either party, with or without Cause (as defined below) or advance notice.
 Mr. Shane’s 2024 annualized base salary is $400,000. In addition, the Company may provide Mr. Shane a discretionary year-end performance-based bonus with a 2024 bonus target of 100% of his annual base salary. For calendar year 2024, Mr. Shane is guaranteed a bonus of no less than $350,000, and Mr. Shane may be eligible for a bonus of up to 200% of his annual base salary, based on Mr. Shane’s exceptional performance during such year. Mr. Shane’s performance and the Company’s performance are to be primary considerations in determining any such annual bonus, which is subject to his continuous employment through December 31 of the relevant bonus year, with such bonus payable no later than March 31 of the year following the relevant bonus year.

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 No later than September 15, 2025, the Company will grant Mr. Shane nonqualified stock options to purchase 250,000 shares of common stock of the Company, subject to any reasonable capitalization adjustments before the date of grant (the “ Initial Options ”), under the terms of the Plan. These initial options will be exercisable for a period of ten (10) years, subject to earlier termination in accordance with the option agreement and Plan. The exercise price of these initial options will be equal to the fair market value of the Company’s common stock on the date of grant. The vesting schedule of these initial options will be as follows: (a) one-third of the Initial Options will vest on December 31, 2025, based on continued service through such date; and (b) two-thirds of the Initial Options will vest ratably on a monthly basis over the remainder of Mr. Shane’s initial term based on continued service through each vesting date, with the first such vesting date being on January 31, 2025. The Initial Options will accelerate and be deemed vested in full upon a Change in Control as defined in the Plan.
 On each anniversary of the Closing, the Company will grant Mr. Shane nonqualified stock options to purchase that number of shares of common stock of the Company which have a grant date fair value equal to $350,000, as reasonably determined by the Board, under the terms of the Plan. These additional options will be exercisable for a period of ten (10) years, subject to earlier termination in accordance with the option agreement and Plan. The exercise price of these additional options will be equal to the fair market value of the Company’s common stock on the date of grant. The vesting schedule of these additional options will be ratable monthly over three years from the date of the grant. The additional options will accelerate and be deemed vested in full upon a Change in Control as defined in the Plan.
 All options granted by the Company will be forfeited upon Mr. Shane’s termination for Cause. All option grants will be subject to the terms of the applicable option agreement and Plan.
 If the Company terminates Mr. Shane’s employment without Cause or Mr. Shane resigns for Good Reason, Mr. Shane is entitled to (i) Mr. Shane’s then current base salary and target annual bonus amounts that would be payable during the greater of (A) the remainder of the applicable term but for such termination, or (B) the Restricted Period (as defined in Section 13.2 of the Shane Agreement), payable in a lump-sum payment on the first regular payday occurring 60 days following the termination date, and (ii) accelerated vesting of all outstanding options as of the effective date of Mr. Shane’s termination. In addition, in the event that Mr. Shane resigns other than for Good Reason, or the Shane Agreement is not renewed upon expiration of the applicable term, Mr. Shane will receive a payment equal to his then-current annual base salary and target annual bonus, payable in a lump sum payment on the first regular payday occurring 60 days following the termination date, in exchange for Mr. Shane being bound to a non-competition agreement. Mr. Shane will only receive these severance payments if Mr. Shane executes a full general and mutual release in a form acceptable to the Company and Mr. Shane, and such release has become effective in accordance with its terms prior to the 60th day following the termination date. All other obligations to Mr. Shane will be automatically terminated and completely extinguished.
 If Mr. Shane’s employment with the Company terminates due to (x) Mr. Shane’s death, (y) Mr. Shane’s inability to perform the essential functions of his position with or without reasonable accommodation, or (z) termination by the Company for Cause, Mr. Shane will not be entitled to the severance payments in the prior paragraph and will only be entitled to receive base salary and benefits accrued through the termination date.
 For this purpose, “Cause” is defined as any of the following: (i) conviction of or a plea of nolo contendere to any felony or any misdemeanor that involves crimes of moral turpitude, fraud or theft; or (i) the material breach by Mr. Shane of any of his obligations, duties and/or covenants under the Shane Agreement if such breach causes material damage to the Company, which breach, if curable, continues following written notice from the Company describing same with particularity and expiration of a 30-day cure period.
 “Good Reason” is defined as any of the following, without Mr. Shane’s written consent: (i) a material diminution in Mr. Shane’s responsibilities, authority or duties; (ii) a diminution in Mr. Shane’s base salary or target annual bonus amount; or (iii) the material breach by the Company of any material provision of the Shane Agreement or other written agreement between the Company and Mr. Shane, provided that a Good Reason Process has been followed prior to termination. “Good Reason Process” shall mean that (i) Mr. Shane reasonably determines in good faith that one of the Good Reason prongs has occurred; (ii) Mr. Shane has notified the Company of such occurrence in writing within 30 days of the occurrence; (iii) Mr. Shane cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “ Cure Period ”), to remedy the condition; (iv) notwithstanding such efforts, the occurrence of the Good Reason continues to exist; and (v) Mr. Shane terminates his employment within 30 days after the end of the Cure Period.
 If Mr. Shane’s employment is terminated for any reason, he is subject to: ongoing confidentiality and non-disclosure obligations; and 12-month, post-termination restrictive covenants of non-solicitation of employees and customers. Mr. Shane will be subject to a 12-

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 month, post-termination non-competition clause, provided that if his initial or renewal term is not extended or where he resigns without Good Reason, he must be compensated for the restricted period in order for the non-competition clause to be enforceable. Each of the non-solicitation and non-competition provisions, as applicable, will be extended by one day for each day that Mr. Shane is deemed by a court or other tribunal to have violated any such restrictive covenants.
 Agreement between Katherine Flouton and Purshe Kaplan Sterling Investments, Inc. (“PKSI”)
 Purshe Kaplan Sterling Investments Inc. is party to an employment agreement with Ms. Katherine Flouton, effective June 1, 2021. The term of the employment agreement continues unless and until one party provides the other party with written notice of its intent to terminate, or unless otherwise terminated as provided for in the employment agreement.
 Ms. Flouton’s initial annual base salary is set at $400,000, less applicable payroll deductions, and the employment agreement also provides that Ms. Flouton will be paid a discretionary bonus.
 Other than through notice of intent to terminate as described above, Ms. Flouton’s employment can also be terminated: (i) by PKSI without Cause, upon written notice to Ms. Flouton; or (ii) by PKSI for Cause.
 For purposes of the foregoing, “Cause” triggering termination by PKSI means a finding by PKSI that any of the following exist: (i) Ms. Flouton’s continued failure, on the expiration of 30 days written notice and cure period, to fulfill any terms of the employment agreement, to comply with PKSI policy or to comply with the directives of the board of directors in compliance with FINRA rules, (ii) Ms. Flouton’s conviction of a felony or gross misdemeanor for any crime involving money or other property of PKSI or any crime involving moral turpitude, (iii) Ms. Flouton’s commission of any act of fraud or misappropriation, (iv) Ms. Flouton’s unjustified insubordination to the board, (v) Ms. Flouton’s use of drugs or controlled substances during business hours, or on the premises, or any substance which impairs her performance of her job, (vi) Ms. Flouton’s prolonged or repeated absence without consent of the company unless on leave under federal, state or local law, or (vii) Ms. Flouton’s misappropriation of any material funds or property, commission of fraud or embezzlement.
 If Ms. Flouton’s employment is terminated without Cause (including the event that she is rendered, via a mental or physical condition, unable to render services contemplated by the employment agreement for a period in excess of three (3) months, unless she is on approved leave of absence or otherwise prohibited by law from rendering services contemplated by the agreement), Ms. Flouton will be entitled to receive a severance payment of one-year’s base salary, payable b-weekly at the time of termination through the expiration of one- year, together with all compensation earned and all benefits and reimbursements accrued and due through the effective date of termination.
 Upon termination for any reason, Ms. Flouton is subject to: (i) ongoing confidentiality and non- disclosure obligations, and (ii) restrictive covenants of non- solicitation of employees and independent contractors, and non-solicitation of customer and clients, each for a period of one year following termination of employment; provided, however, that trade secret information will remain a trade secret not subject to disclosure for the longest period allowed by applicable law. Further, the restrictive covenants do not prevent Ms. Flouton from accepting employment with an organization that competes with PKSI, directly or indirectly.
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS1
 The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this Form 10-K by:
 ● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; 

 ● each of our executive officers and directors; and 

 ● all our executive officers and directors as a group. 

 
 The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the 

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 conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.
 Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
 The beneficial ownership of common stock is based on 16,602,460 shares of our common stock issued and outstanding as of March 28, 2025
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 Name of Beneficial Owners (1) 
 
 ​ 
 
 ​ 
 
 
 Directors and Executive Officers 
 
 Number of Shares 
 
 % 
 
 
 Craig Gould
 ​ 
 309,235 
 ​ 
 1.86 
 %
 
 David Shane
 ​ 
 — 
 ​ 
 — 
 ​ 
 
 David Crane
 ​ 
 — 
 ​ 
 — 
 ​ 
 
 Daniel Hynes
 ​ 
 — 
 ​ 
 — 
 ​ 
 
 Joel Marks
 ​ 
 — 
 ​ 
 — 
 ​ 
 
 All directors and executive officers as a group
 ​ 
 309,235 
 ​ 
 1.86 
 %
 
 Five Percent Holders 
 ​ 
 
 ​ 
 
 ​ 
 
 MHC Securities, LLC (2) 
 ​ 
 9,011,653 
 ​ 
 54.28 
 %
 
 Wentworth Funding, LLC
 ​ 
 1,362,564 
 ​ 
 8.21 
 %
 
 PPD Group, LLC (3) 
 ​ 
 1,384,323 
 ​ 
 8.34 
 %
 
 Kingswood Global Sponsor LLC (4) 
 ​ 
 1,100,000 
 ​ 
 6.63 
 %
 

 

 *
 Less than one percent.
 

 (1) Unless otherwise noted, the business address of each of those listed in the table above is 80 State Street, Albany, NY 12207.
 (2) Represents shares held by MHC Securities, LLC (“MHC”). Alexander C. Markowitz is the Manager of MHC and therefore he may be deemed to share voting and investment power over the shares held by MHC.
 (3) Represents shares held by PPD Group, LLC (“PPD”). Peter Purcell, Peter Sheehan and David Purcell are Managing Members of PPD and therefore may be deemed to share voting and investment power over the shares held by PPD.
 (4) Represents 1.1 million shares held by Kingswood Global Sponsor LLC (the “Sponsor”) and placed in escrow at Closing with UMB Bank as escrow agent. Michael Nessim, David Hudd, Gary Wilder and Jonathan Massing are among the members of the Sponsor and share voting and investment discretion with respect to the shares held of record by the Sponsor. The address of the principal business office of the Sponsor is 17 Battery Place, Suite 625, New York, NY 10014.
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Registration Rights Agreement
 At the Closing, the Company entered into that certain Registration Rights Agreement with the PIPE Investor, BMS, certain equity holders of BMS and certain other parties identified therein (such persons, the “ Holders ”) (the “ Registration Rights Agreement ”). Pursuant to the terms of the Registration Rights Agreement, the Holders are entitled to certain piggyback registration rights and customary demand registration rights. The Registration Rights Agreement provides that the Company will, as soon as practicable, and in any event within 45 days after the Closing, file with the SEC a shelf registration statement. The Company will use its commercially reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the 90th day (or the 150th day if the Securities and Exchange Commission (the “ SEC ”) notifies the Company 

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 that it will “review” such shelf registration statement) following the filing deadline, in each case subject to the terms and conditions set forth therein; and the Company will not be subject to any form of monetary penalty for its failure to do so.
 This summary is qualified in its entirety by reference to the text of Registration Rights Agreement, which is included as Exhibit 10.2 to this Current Report and is incorporated herein by reference.
 Lock-Up Agreement
 At the Closing, 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, in respect of the shares beneficially owned or otherwise held by the Holders prior to the termination of the applicable lock-up period, subject to certain customary exceptions, including: (i) transfers to permitted transferees upon written notice to the Company, such as a member of the person’s immediate family or to a trust, the beneficiary of which is a member of the person’s immediate family or an affiliate of such person; (ii) to a charitable organization upon written notice to the Company, by the laws of descent and distribution upon death, or pursuant to a qualified domestic relations order; and (iii) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Company common stock for cash, securities, or other property.
 Voting Agreement
 At the Closing, the Company entered into that certain Voting Agreement with the Holders (the “ Voting Agreement ”), pursuant to which the Holders agreed to vote in favor of any sale transaction approved by the PIPE Investor in the event of any breach or default under certation provisions of the Certificate of Designations.
 Warrant Assumption Agreement
 At Closing, Continental Stock Transfer & Trust Company (the “ Transfer Agent ”), Binah Capital Corp. and the Company entered into the Warrant Assumption and Assignment Agreement (the “ Warrant Assumption Agreement ”), pursuant to which, among other things, Binah Capital Corp. assigned to the Company all of Binah Capital Corp.’s right, title and interest in and to, and the Company assumed all of Binah Capital Corp.’s liabilities and obligations under the certain Warrant Agreement, dated as of November 19, 2020, between Binah Capital Corp. and Continental Stock Transfer & Trust Company (the “ Existing Warrant Agreement ”). As a result, each Warrant automatically ceased to represent a right to acquire Binah Capital Corp. Class A Common Stock and instead represents a right to acquire shares of Company common stock pursuant to the terms and conditions of the Existing Warrant Agreement (as amended by the Warrant Assumption Agreement).
 Guarantee Agreements
 At Closing and in connection with the Amendment, the Company, MHC and Binah Capital Corp. entered into, and Craig Gould and Alexander Markowitz (the “ Guarantors ”) amended and restated, certain guarantee agreements (each a “ Guarantee Agreement ” and together, the “ Guarantee Agreements ”) with Oak Street, pursuant to which, the Guarantors unconditionally, absolutely and irrevocably guarantee to Oak Street the full and prompt payment and performance when due (whether at maturity by acceleration or otherwise) of any and all of the obligations under Credit Agreement. These Guarantee Agreements were terminated at the time of the re-financing. In connection with the re-financing and the Byline Bank Credit Agreement Craig Gould (“Guarantor”) entered into a form of a Limited Guaranty of Payment (“Limited Guaranty”) to and for the benefit of Byline Bank. Under the Limited Guaranty, the Guarantor unconditionally, absolutely and irrevocably guarantee to Byline Bank the full and prompt payment and performance when due (whether at maturity by acceleration or otherwise) of any and all of the obligations under Credit Agreement, subject to the defined Limitation of Liability of $5 million.
 Stock Pledge Agreement
 At Closing, Craig Gould and MHC entered into the Stock Pledge Agreement (the “ Stock Pledge Agreement ”) with Oak Street pursuant to which, Mr. Gould and MHC (each a “ Pledgor ”) pledged 100% of the Company common stock held by each of them (the “ Pledged Interests ”) as collateral for the financial obligations due under the Credit Agreement.

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 Upon the occurrence and continuation of an Event of Default (as defined in the Stock Pledge Agreement) Oak Street shall have the right to:
 i. have any or all of the Pledged Interests held by Oak Street be registered in the name of Oak Street in the name of Oak Street or its nominee as Oak Street and Oak Street or its nominee may thereafter, without notice, and after the occurrence and continuation of any Event of Default under the Credit Documents, exercise all available voting and shareholder rights at any meeting of the Company s or otherwise and exercise any and all rights pertaining to any of the Pledged Interests, (ii) Oak Street shall have the right to require that all distributions payable with respect to any part of the Pledged Interests be paid to Oak Street to be held by Oak Street as additional security hereunder until applied to the Pledgor’s Obligations. 

 ii. require that all distributions payable with respect to any part of the Pledged Interests be paid to Oak Street to be held by Oak Street as additional security until applied to the Pledgor’s Obligations. 

 iii. with prior notice, collect, receive, appropriate, and realize upon the Pledged Interests, or any part thereof, and/or may sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Interests, or any part thereof, in one or more parcels at public or private sale or sales. 

 
 Unless and until an Event of Default Occurs, the Pledgor shall have the right to vote all or any part of the Pledged Interests and to receive and collect or to have paid over all dividends declared or paid on the Pledged Interest, except with respect to any (i) any distributions relating to any redemptions or share repurchase or (ii) liquidating distributions (either partial or complete), provided that any and all such expected dividends shall constitute additional collateral.
 This Stock Pledge Agreement was terminated in connection with the re-financing of the Oak Street Funding Facility.
 Strategic Alliance Agreement
 At Closing, the Company and Kingswood US LLC (“Kingswood”) entered into the Strategic Alliance Agreement (the “Alliance Agreement”), pursuant to which, among other things, the Company agreed that within a reasonable time after Closing, but not later than 90 days, the Company will cause its subsidiaries to enter into a non-exclusive investment banking and capital markets relationship with Kingswood to (i) promote Kingswood as a preferred partner to provide approved products for investment banking product distribution and markets, (ii) provide non-exclusive origination and introduction of investment banking products of the Company to Kingswood and (iii) to allow Kingswood to market itself as a strategic partner.
 Under the Alliance Agreement, the Company and Kingswood will split in equal portions any gross fees or gross profits on referrals from the Company to Kingswood.
 The foregoing obligations are subject to compliance with applicable laws, including FINRA rules, regulations or policies applicable to the parties to the Alliance Agreement.
 Related Party Policy
 The audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its stockholders and (v) the effect that the transaction may have 

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 on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.
 ​ 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Fees for professional services provided by our independent registered public accounting firm include:
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 For the 
 
 For the 
 
 ​ 
 ​ 
 year ended 
 ​ 
 year ended 
 
 ​ 
 ​ 
 December 
 ​ 
 December 
 
 ​ 
 ​ 
 31, 2024 
 ​ 
 31, 2023 
 
 Audit Fees (1) 
 ​ 
 $
 627,000 
 ​ 
 $
 453,160 
 
 Tax Fees (2) 
 ​ 
 
 8,500 
 ​ 
 
 7,500 
 
 Total
 ​ 
 $
 635,500 
 ​ 
 $
 460,660 
 

 

 (1)
 “Audit fees” include fees for audit services primarily relates to the audit of our annual consolidated financial statements; audit services related to our subsidiaries in connection with statutory and regulatory filings; the review of our quarterly consolidated financial statements; consents; and assistance with and review of documents filed with the SEC; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States).
 

 (2)
 “Tax Fees” includes fees from the accounting firm’s tax division, except those services related to the audit. These fees include tax compliance.
 

 Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors
 The Audit Committee has adopted a policy and related procedures requiring its pre-approval of all audit and non-audit services to be rendered by FGMK, LLC. These policies and procedures are intended to ensure that the provision of such services does not impair FGMK LLC’s independence. These services may include audit services, audit-related services, and other services. The policy provides for the annual establishment of fee limits for various types of audit services, audit-related services, tax services and other services, within which the services are deemed to be pre-approved by the Audit Committee. FGMK, LLC is required to provide the Audit Committee back-up information with respect to the performance of such services.
 All services performed by FGMK, LLC for the Company were pre-approved by the Audit Committee.
 ​ 

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 ​ 
 PART IV
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (a) The following documents are filed as part of this Form 10-K:
 ​ 
 Financial Statements:
 ​ 

 ​ 

 
 ​ 
 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:
 

 ​ 
 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). 
 

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 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.INS
 101.CAL
 101.SCH
 101.DEF
 101.LAB
 101.PRE
 104
 ​ 
 Claw Back Policy 
 XBRL Instance Document 
 XBRL Taxonomy Extension Calculation Linkbase Document 
 XBRL Taxonomy Extension Schema Document 
 XBRL Taxonomy Extension Definition Linkbase Document 
 X BRL Taxonomy Extension Labels Linkbase Document 
 XBRL Taxonomy Extension Presentation Linkbase Document 
 Cover 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.
 

 *
 Filed Herewith
 

 **
 Furnished Herewith
 

 ​ 
 ​ 
 ITEM 16. FORM 10-K SUMMARY
 None.
 ​ 
 ​ 

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 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this [x] th day of March, 2025.
 

 

 

 
 
 BINAH CAPITAL GROUP, INC. 
 
 
 
 
 
 
 By:
 /s/ Craig Gould
 
 
 Name: 
 Craig Gould
 
 
 Title:
 Chief Executive Officer
 

 ​ 
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. The undersigned hereby constitute and appoint Craig Gould and David Shane, and each of them, their true and lawful agents and attorneys-in-fact with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned and in their respective names as Directors and officers of Binah Capital Group, Inc. any amendment or supplement hereto. The undersigned hereby confirm all acts taken by such agents and attorneys-in-fact, or any one or more of them, as herein authorized.
 

 

 

 

 

 
 Signature 
 
 Title 
 
 Date 
 
 
 
 
 
 
 
 /s/ Craig Gould
 
 Chief Executive Officer, and Director
 
 March 31, 2025
 
 Craig Gould
 
 (Principal Executive Officer)
 
 
 
 
 
 
 
 
 
 /s/ David Shane
 
 Chief Financial Officer and Director
 
 March 31, 2025
 
 David Shane
 
 (Principal Financial Officer and Principal Accounting Officer)
 
 
 
 
 
 
 
 
 
 /s/ David Crane
 
 Director
 
 March 31, 2025
 
 David Crane
 
 
 
 
 
 
 
 
 
 
 
 /s/ Daniel Hynes
 
 Director
 
 March 31, 2025
 
 Daniel Hynes
 
 
 
 
 
 
 
 
 
 
 
 /s/ Joel Marks
 
 Director
 
 March 31, 2025
 
 Joel Marks
 
 
 
 
 

 ​ 
 ​ 
 ​ 
 ​ 

 56

 
 Table of Contents 

 BINAH CAPITAL GROUP, INC.
DECEMBER 31, 2024 AND 2023
 TABLE OF CONTENTS
 ​ 
 Page 
 
 ​ 
 ​ 
 
 INDEPENDENT AUDITOR’S REPORT (PCAOB ID 3968 ) 
 F- 2 
 
 CONSOLIDATED FINANCIAL STATEMENTS 
 ​ 
 
 Consolidated Statements of Financial Condition 
 F- 3 
 
 Consolidated Statements of Operations 
 F- 4 
 
 Consolidated Statements of Changes in Stockholders’ Equity 
 F- 5 
 
 Consolidated Statements of Cash Flows 
 F- 6 
 
 Notes to the Consolidated Financial Statements 
 F- 7 -F- 28 
 

 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 

 F-1

 
 Table of Contents 

 BINAH CAPITAL GROUP, INC.
 CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT 
 DECEMBER 31, 2024 AND 2023 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
 To the Audit Committee of
 Binah Capital Group, Inc.
 Opinion on the Consolidated Financial Statements 
 We have audited the accompanying consolidated statements of financial condition of Binah Capital Group, Inc. (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.
 Basis for Opinion 
 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
 ​ 
 ​ 
 /s/ FGMK LLC 
 ​ 
 ​ 
 We have served as the Company’s auditor since 2021.
 ​ 
 Chicago, Illinois 
 March 31, 2025
 ​ 
 ​ 
 ​ 
 ​ 

 F-2

 
 Table of Contents 

 BINAH CAPITAL GROUP, INC.
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 DECEMBER 31, 2024 AND 2023 
 (in thousands, except share amounts) 
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 2024 
 
 2023 
 
 ASSETS 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Assets: 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Cash, cash equivalents and restricted cash
 ​ 
 $
 8,486 
 ​ 
 $
 7,621 
 
 Receivables, net:
 ​ 
 
 ​ 
 ​ 
 
 
 
 Commissions receivable
 ​ 
 
 9,198 
 ​ 
 
 8,220 
 
 Due from clearing broker
 ​ 
 
 873 
 ​ 
 
 631 
 
 Other
 ​ 
 
 938 
 ​ 
 
 1,587 
 
 Property and equipment, net
 ​ 
 
 599 
 ​ 
 
 974 
 
 Right of use assets
 ​ 
 
 3,730 
 ​ 
 
 4,332 
 
 Intangible assets, net
 ​ 
 
 1,021 
 ​ 
 
 1,580 
 
 Goodwill
 ​ 
 
 39,839 
 ​ 
 
 39,839 
 
 Other assets
 ​ 
 
 1,993 
 ​ 
 
 2,626 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 TOTAL ASSETS 
 ​ 
 $
 66,677 
 ​ 
 $
 67,410 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 LIABILITIES AND STOCKHOLDERS’ EQUITY 
 ​ 
 
 
 ​ 
 
 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Liabilities: 
 ​ 
 
 
 ​ 
 
 
 
 Accounts payable, accrued expenses and other liabilities
 ​ 
 $
 10,208 
 ​ 
 $
 9,082 
 
 Commissions payable
 ​ 
 
 11,468 
 ​ 
 
 10,676 
 
 Operating lease liabilities
 ​ 
 
 3,820 
 ​ 
 
 4,381 
 
 Notes payable, net of unamortized debt issuance costs of $ 739 and $ 645 as of December 31, 2024 and 2023, respectively
 ​ 
 
 19,561 
 ​ 
 
 20,822 
 
 Promissory notes-affiliates
 ​ 
 
 5,442 
 ​ 
 
 12,177 
 
 Due to members
 ​ 
 
 — 
 ​ 
 
 5,169 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 TOTAL LIABILITIES 
 ​ 
 
 50,499 
 ​ 
 
 62,307 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Mezzanine Equity: 
 ​ 
 
 ​ 
 ​ 
 
 ​ 
 
 Redeemable Series A Convertible Preferred Stock, par value $ 0.0001 , 2,000,000 shares authorized, 1,555,000 shares outstanding at December 31, 2024
 ​ 
 ​ 
 14,947 
 ​ 
 ​ 
 — 
 
 Stockholders’ Equity and Members’ Equity: 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Series B Convertible Preferred Stock, par value $ 0.0001 , 500,000 shares authorized, 150,000 shares outstanding at December 31, 2024
 ​ 
 ​ 
 1,500 
 ​ 
 ​ 
 — 
 
 Common stock, $ 0.0001 par value, 55,000,000 authorized, 16,602,460 issued and outstanding at December 31, 2024
 ​ 
 ​ 
 — 
 ​ 
 ​ 
 — 
 
 Additional paid-in-capital
 ​ 
 ​ 
 22,984 
 ​ 
 ​ 
 — 
 
 Accumulated deficit
 ​ 
 ​ 
 ( 23,253 )
 ​ 
 ​ 
 — 
 
 Members’ Equity attributed to Legacy BMS Management Services LLC
 ​ 
 ​ 
 — 
 ​ 
 ​ 
 5,103 
 
 Total Stockholders’ Equity, Mezzanine Equity and Members’ Equity Attributable to BMS Management Services LLC 
 ​ 
 ​ 
 16,178 
 ​ 
 ​ 
 5,103 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY 
 ​ 
 $
 66,677 
 ​ 
 $
 67,410 
 

 ​ 
 ​ 
 The accompanying notes are an integral part of these consolidated financial statements.
 ​ 

 F-3

 
 Table of Contents 

 BINAH CAPITAL GROUP, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
 (in thousands, except per share amounts) 
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 2024 
 
 2023 
 
 Revenues: 
 
 ​ 
 
 
 ​ 
 
 
 Revenue from Contracts with Customers: 
 
 ​ 
 
 
 ​ 
 
 
 Commissions
 ​ 
 $
 139,452 
 ​ 
 $
 138,191 
 
 Advisory fees
 ​ 
 
 24,939 
 ​ 
 
 21,668 
 
 Total Revenue from Contracts with Customers 
 ​ 
 
 164,391 
 ​ 
 
 159,859 
 
 Interest and other income
 ​ 
 
 4,512 
 ​ 
 
 8,096 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Total revenues
 ​ 
 
 168,903 
 ​ 
 
 167,955 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Expenses: 
 ​ 
 
 ​ 
 ​ 
 
 
 
 Commissions and fees
 ​ 
 
 136,932 
 ​ 
 
 136,169 
 
 Employee compensation and benefits
 ​ 
 
 15,544 
 ​ 
 
 13,385 
 
 Rent and occupancy
 ​ 
 
 1,150 
 ​ 
 
 1,189 
 
 Professional fees
 ​ 
 
 6,971 
 ​ 
 
 4,709 
 
 Technology fees
 ​ 
 
 1,292 
 ​ 
 
 2,457 
 
 Interest
 ​ 
 
 4,026 
 ​ 
 
 5,119 
 
 Depreciation and amortization
 ​ 
 
 1,019 
 ​ 
 
 1,216 
 
 Other
 ​ 
 
 5,116 
 ​ 
 
 3,225 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Total expenses
 ​ 
 
 172,050 
 ​ 
 
 167,469 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 (Loss) income before provision for income taxes
 ​ 
 
 ( 3,147 )
 ​ 
 
 486 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Provision (benefit) for income taxes
 ​ 
 
 1,415 
 ​ 
 
 ( 85 )
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Net (loss) income
 ​ 
 $
 ( 4,562 )
 ​ 
 $
 571 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Net income attributable to Legacy BMS Management Services LLC members
 ​ 
 ​ 
 730 
 ​ 
 ​ 
 —
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Net loss attributable to Binah Capital Group, Inc. 
 ​ 
 $
 ( 5,292 )
 ​ 
 ​ 
 —
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Net loss per share basic and diluted
 ​ 
 $
 ( 0.32 )
 ​ 
 ​ 
 —
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Weighted average shares basic and diluted
 ​ 
 ​ 
 16,593 
 ​ 
 ​ 
 —
 

 ​ 
 The accompanying notes are an integral part of these consolidated financial statements.
 ​ 

 F-4

 
 Table of Contents 

 BINAH CAPITAL GROUP, INC.
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 
 (in thousands) 
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 ​ 
 For the Years Ended December 31, 2024 and 2023 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 Class A Redeemable 
 ​ 
 Class B 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 Convertible Preferred Stock 
 ​ 
 Convertible Preferred Stock 
 ​ 
 Common Stock 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 ​ 
 ​ 
 Members’ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 Total 
 
 ​ 
 ​ 
 Equity 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 Stockholders’ 
 
 ​ 
 ​ 
 Attributed to 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 Equity, 
 
 ​ 
 ​ 
 Legacy 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 Mezzanine 
 
 ​ 
 ​ 
 BMS 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 Additional 
 ​ 
 ​ 
 ​ 
 ​ 
 Equity and 
 
 ​ 
 ​ 
 Management 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 Paid-in 
 ​ 
 Accumulated 
 ​ 
 Members’ 
 
 ​ 
 
 Services LLC 
 
 Units 
 
 Amount 
 
 Units 
 
 Amount 
 
 Units 
 
 Amount 
 
 Capital 
 
 Deficit 
 
 Equity 
 
 Balance December 31, 2022 
 ​ 
 ​ 
 4,897 
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 4,897 
 
 Distribution of capital
 
 ​ 
 ( 200 )
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 ( 200 )
 
 Redemption of Class B Preferred Units
 ​ 
 ​ 
 ( 165 )
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 ( 165 )
 
 Net income
 
 ​ 
 571 
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 571 
 
 Balance December 31, 2023 
 ​ 
 ​ 
 5,103 
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 5,103 
 
 Distributions
 ​ 
 ​ 
 ( 85 )
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 ( 85 )
 
 Net income prior to transaction
 ​ 
 ​ 
 730 
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 730 
 
 Reverse merger and recapitalization of legacy BMS Management Services LLC
 ​ 
 ​ 
 ( 5,748 )
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 16,566 
 ​ 
 ​ 
 —
 ​ 
 ​ 
 23,693 
 ​ 
 ​ 
 ( 17,961 )
 ​ 
 ​ 
 ( 16 )
 
 Mezzanine Equity - Shares Issued in connection with PIPE financing
 
 ​ 
 —
 ​ 
 ​ 
 1,500 
 ​ 
 ​ 
 14,400 
 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 14,400 
 
 Issuance of Class A redeemable convertible preferred stock
 ​ 
 ​ 
 —
 ​ 
 ​ 
 55 
 ​ 
 ​ 
 547 
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 547 
 
 Issuance of Class B convertible preferred stock
 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 
 —
 
 ​ 
 150 
 ​ 
 ​ 
 1,500 
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 1,500 
 
 Dividends - Class A redeemable convertible preferred stock
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 ( 1,094 )
 ​ 
 ​ 
 —
 ​ 
 ​ 
 ( 1,094 )
 
 Dividends - Class B convertible preferred stock
 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 
 —
 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 ( 31 )
 ​ 
 ​ 
 —
 ​ 
 ​ 
 ( 31 )
 
 Issuance of common stock in connection with exercise of warrants
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 37 
 ​ 
 ​ 
 —
 ​ 
 ​ 
 416 
 ​ 
 ​ 
 —
 ​ 
 ​ 
 416 
 
 Net loss attributable to Binah Capital Group, Inc. post transaction
 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 
 —
 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 ​ 
 ​ 
 ( 5,292 )
 ​ 
 ​ 
 ( 5,292 )
 
 Balance, December 31, 2024 
 
 $
 —
 ​ 
 ​ 
 1,555 
 ​ 
 $
 14,947 
 
 ​ 
 150 
 ​ 
 $
 1,500 
 ​ 
 ​ 
 16,603 
 ​ 
 $
 —
 ​ 
 $
 22,984 
 ​ 
 $
 ( 23,253 )
 ​ 
 $
 16,178 
 

 ​ 
 The accompanying notes are an integral part of these consolidated financial statements.
 ​ 

 F-5

 
 Table of Contents 

 BINAH CAPITAL GROUP, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023 
 (in thousands) 
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 ​ 
 For the years ended December 31, 
 
 ​ 
 
 2024 
 
 2023 
 
 Cash Flows From Operating Activities 
 
 ​ 
 
 
 ​ 
 
 
 Net income (loss)
 ​ 
 $
 ( 4,562 )
 ​ 
 $
 571 
 
 Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
 ​ 
 
 
 ​ 
 
 
 
 Depreciation and amortization
 ​ 
 
 1,019 
 ​ 
 
 1,104 
 
 Deferred income taxes
 ​ 
 
 607 
 ​ 
 
 993 
 
 Amortization of debt issuance costs
 ​ 
 
 645 
 ​ 
 
 103 
 
 Non-cash lease expense
 ​ 
 
 602 
 ​ 
 
 511 
 
 Capitalized interest - promissory notes-affiliates
 ​ 
 
 218 
 ​ 
 
 697 
 
 Capitalized interest - due to members
 ​ 
 
 72 
 ​ 
 
 444 
 
 Loss on disposal of property and leasehold improvements
 ​ 
 
 —
 ​ 
 
 41 
 
 Change in allowance for credit losses
 ​ 
 ​ 
 468 
 ​ 
 ​ 
 —
 
 Changes in operating assets and liabilities:
 ​ 
 
 ​ 
 ​ 
 
 
 
 Due from clearing broker
 ​ 
 
 ( 242 )
 ​ 
 
 ( 276 )
 
 Commissions receivable
 ​ 
 
 ( 978 )
 ​ 
 
 11 
 
 Other receivables
 ​ 
 
 181 
 ​ 
 
 291 
 
 Other assets
 ​ 
 
 98 
 ​ 
 
 ( 1,230 )
 
 Accounts payable, accrued expenses and other liabilities
 ​ 
 
 1,024 
 ​ 
 
 178 
 
 Commissions payable
 ​ 
 
 792 
 ​ 
 
 ( 419 )
 
 Operating lease liability
 ​ 
 
 ( 561 )
 ​ 
 
 ( 466 )
 
 Net Cash (Used in) Provided By Operating Activities 
 ​ 
 
 ( 617 )
 ​ 
 
 2,553 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Cash Flows From Investing Activities 
 ​ 
 
 
 ​ 
 
 
 
 Purchases of property and equipment
 ​ 
 
 ( 85 )
 ​ 
 
 ( 80 )
 
 Net Cash Used In Investing Activities 
 ​ 
 
 ( 85 )
 ​ 
 
 ( 80 )
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Cash Flows From Financing Activities 
 ​ 
 
 
 ​ 
 
 
 
 Borrowings under note payable
 ​ 
 ​ 
 20,300 
 ​ 
 ​ 
 —
 
 Payment of debt issuance costs
 ​ 
 ​ 
 ( 739 )
 ​ 
 ​ 
 —
 
 Repayment - notes payable
 ​ 
 
 ( 21,467 )
 ​ 
 
 ( 2,210 )
 
 Repayment of promissory notes-affiliates
 ​ 
 ​ 
 ( 3,445 )
 ​ 
 ​ 
 ( 126 )
 
 Repayment of borrowings from members
 ​ 
 
 ( 903 )
 ​ 
 
 —
 
 Net payment for reverse merger and recapitalization
 ​ 
 
 ( 7,863 )
 ​ 
 
 —
 
 Proceeds from Series A Redeemable Convertible Preferred Stock
 ​ 
 
 14,400 
 ​ 
 
 —
 
 Proceeds from Series B Convertible Preferred Stock
 ​ 
 ​ 
 1,500 
 ​ 
 ​ 
 —
 
 Dividends - Series A Redeemable Convertible Preferred Stock
 ​ 
 
 ( 547 )
 ​ 
 
 —
 
 Proceeds from exercise of warrants
 ​ 
 ​ 
 416 
 ​ 
 ​ 
 —
 
 Redemption of Class B Preferred Units
 ​ 
 ​ 
 —
 ​ 
 ​ 
 ( 165 )
 
 Distribution of capital
 ​ 
 ​ 
 ( 85 )
 ​ 
 ​ 
 ( 200 )
 
 Net Cash Provided By (Used In) Financing Activities 
 ​ 
 
 1,567 
 ​ 
 
 ( 2,701 )
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Net Change in Cash, Cash Equivalents and Restricted Cash 
 ​ 
 
 865 
 ​ 
 
 ( 228 )
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Cash, Cash Equivalents and Restricted Cash - Beginning of Period 
 ​ 
 $
 7,621 
 ​ 
 $
 7,849 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Cash, Cash Equivalents and Restricted Cash - End of Period 
 ​ 
 $
 8,486 
 ​ 
 $
 7,621 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Supplemental Disclosure of Non-Cash Financing Activities 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 During the year ended December 31, 2024 and in connection with the reverse merger and recapitalization the Company extinguished amounts related to the promissory notes-affiliates in the approximate amount of $ 3,800 .
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 During the year ended December 31, 2024 and in connection with the reverse merger and recapitalization the Company extinguished amounts and issued stock in consideration to satisfy these obligations in the approximate amount of $ 4,300 .
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 As of December 31, 2024, there is an accrued dividend related to the Class B Convertible Preferred Stock in the amount $ 31 .
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 For the year ended December 31, 2024, the Company paid an in-kind dividend to the Series A Redeemable Convertible Preferred Stockholder in the amount of $ 547 .
 ​ 
 ​ 
 —
 ​ 
 ​ 
 —
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Supplemental Disclosure of Cash Flow Information 
 ​ 
 
 
 ​ 
 
 
 
 Right of use asset in exchange for operating lease liability
 ​ 
 $
 —
 ​ 
 $
 320 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Cash Paid During the Period for: 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Interest
 ​ 
 $
 2,632 
 ​ 
 $
 3,978 
 
 Income taxes
 ​ 
 $
 271 
 ​ 
 $
 —
 

 ​ 
 The accompanying notes are an integral part of these consolidated financial statements.
 ​ 
 ​ 

 F-6

 
 Table of Contents 

 1. ORGANIZATION AND NATURE OF BUSINESS
 Binah Capital Group, Inc. (“Binah Capital”, “Holdings” or the “Company,” representing the consolidated group), is a Delaware corporation, formed on June 27, 2022 that serves as a holding company for its wholly-owned subsidiaries operating in the retail wealth management business.
 Binah Capital through its wholly-owned subsidiary Wentworth Management Services LLC (dba, Binah Management Services, “BMS”) operates multiple businesses in the financial services industry as follows:
 ● PKS Holdings, LLC (“PKSH”) maintains offices in Albany, New York, and branch offices throughout the United States of America, and includes the following entities (collectively, the “PKSH Entities”): 

 
 o
 Purshe Kaplan Sterling Investments, Inc. (“PKSI”), incorporated in the State of New York, is a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investors Protection Corporation (“SIPC”).
 

 o
 PKS Advisory Services, LLC (“PKSA”), a New York limited liability company, is an investment advisory firm, registered with the SEC, which provides advisory services to clients.
 

 o
 PKS Financial Services, Inc. (“PKSF”), incorporated in the State of New York, is an insurance entity providing financial services to clients. PKSF began operating under the dba of Binah Capital Insurance during the year ending 2024.
 

 o
 Representatives Indemnity Company, Inc. (“Repco”), incorporated in the British Virgin Islands, holds a general business insurance license for the purpose of providing professional liability insurance coverage for affiliated entities under WMS.
 

 ● Cabot Lodge Securities LLC maintains offices in New York, New York and branch offices throughout the United States of America and includes the following entities (collectively, the “Cabot Entities”): 

 
 o
 Cabot Lodge Securities, LLC (“CLS”), a Delaware Limited Liability Company, is a broker-dealer registered with the SEC and is a member of FINRA and SIPC.
 

 o
 CL Wealth Management, LLC (“CLWM”), a Virginia Limited Liability Company, is an investment advisory firm, registered with the SEC, which provides advisory services to clients.
 

 o
 Wentworth Financial Partners LLC (“WFP”) (f/k/a CL General Agency), a Delaware Limited Liability Company, is an insurance entity providing financial services to clients. WFP began operating under the dba of Binah Financial Partners during the year ending 2024.
 

 ● Michigan Securities, Inc. (“MSI”) maintains offices in Albany, New York and includes the following entities (collectively, the “MSI Entities”): 

 
 o
 MSI, (d/b/a as Broadstone Securities, Inc., “Broadstone”), incorporated in the State of Michigan, is a financial services firm, and is a broker-dealer registered with the SEC and is a member of FINRA.
 

 o
 Michigan Advisors, Inc., (“MAI”) incorporated in the State of Michigan, was a SEC registered investment advisor. MAI withdrew its registration in September 2021.
 

 o
 Insurance Audit Agency, Inc. (“IAA”), incorporated in the state of Michigan, is an insurance agency.
 

 ● World Equity Group, Inc. (“WEG”), incorporated in the State of Illinois, is registered as a broker-dealer and investment advisor with the SEC and is a member of FINRA and SIPC. WEG maintains offices in Schaumburg, Illinois and has branch offices throughout the United States of America. 

 ​ 

 F-7

 
 Table of Contents 

 2. BUSINESS COMBINATION 
 On July 7, 2022, Kingswood Acquisition Corp., a Delaware corporation (“KWAC”), Binah Capital Group, Inc., a Delaware corporation and wholly-owned subsidiary of KWAC (“Holdings”), Kingswood Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“Kingswood Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Wentworth Merger Sub”), and the Company, entered into an agreement and plan of merger (the “Merger Agreement”).
 Holdings, Kingswood Merger Sub and Wentworth Merger Sub are newly formed entities that were formed for the sole purpose of entering into and consummating the transactions set forth in the Merger Agreement. Holdings is a wholly-owned direct subsidiary of KWAC. and both Kingswood Merger Sub and Wentworth Merger Sub are wholly-owned direct subsidiaries of Holdings. Pursuant to the Merger Agreement, at closing, each of the following transactions will occur in the following order: (i) Kingswood Merger Sub will merge with and into KWAC. (the “ Kingswood Merger ”), with KWAC surviving the Kingswood Merger as a wholly-owned subsidiary of Holdings (the “ Kingswood Surviving Company ”); (ii) simultaneously with the Kingswood Merger, Wentworth Merger Sub will merge with and into the Company (the “ Wentworth Merger ”), with the Company surviving the Wentworth Merger as a wholly-owned subsidiary of Holdings (the “ Surviving Company ”); and (iii) following the Wentworth Merger, Kingswood Surviving Company will acquire, and Holdings will contribute to Kingswood Surviving Company all of the common units of the Surviving Company directly held by Holdings after the Kingswood Merger (the “ Holdings Contribution ”), such that, following the Holdings Contribution, Surviving Company shall be a wholly-owned subsidiary of the Kingswood Surviving Company (the Kingswood Merger and the Wentworth Merger, together with the other transactions related thereto, 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 “Merger Agreement” and the consummation of such contemplated transactions, the “Closing”), by and among Kingswood Acquisition Corp, a Delaware corporation (“KWAC”), Binah Capital, Kingswood Merger Sub, Inc., a Delaware corporation (“Kingswood Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company (“Wentworth Merger Sub”), and BMS. Binah Capital, Kingswood Merger Sub and Wentworth Merger Sub were newly formed entities that were formed for the sole purpose of entering into and consummating the transaction set forth in the Merger Agreement. Binah Capital was a wholly-owned direct subsidiary of KWAC and both Kingswood Merger Sub and Wentworth Merger Sub were wholly-owned direct subsidiaries of Binah Capital. On the Closing Date, Kingswood Merger Sub merged with and into KWAC, with KWAC continuing as the surviving entity as a wholly-owned subsidiary of Binah Capital and Wentworth Merger Sub merged with and into BMS, with BMS continuing as the surviving entity as a wholly-owned subsidiary of Binah Capital. Following the BMS merger, KWAC acquired, and Binah Capital contributed to KWAC all of the common units of BMS directly held by Binah Capital after the BMS merger, such that, following the Binah Capital contribution, BMS became a wholly-owned subsidiary of KWAC.
 Notwithstanding the legal form of the Merger pursuant to the Business Combination Agreement, the Merger is accounted for as a reverse recapitalization. Under this method of accounting, KWAC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the consolidated financial statements of Binah Capital represents a continuation of the consolidated financial statements of BMS with the business combination treated as the equivalent of the BMS issuing shares for the net assets of KWAC, accompanied by a recapitalization. The net assets of KWAC were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination are those of BMS (See Note 4 – Mergers and Recapitalization).
 Nasdaq Exchange Listing
 On March 26, 2024, Holdings received approval for Holding’s securities to be listed on the Nasdaq Stock Market LLC. Holdings common stock is listed on the Nasdaq Global Market and its warrants will be listed on the Nasdaq Capital Market under the symbols “BCG” and “BCGWW”, respectively.
 ​ 

 F-8

 
 Table of Contents 

 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
 The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 Principles of Consolidation
 The accompanying consolidated financial statements include the accounts of Holdings and its wholly-owned subsidiaries. Significant inter-company transactions and balances have been eliminated in consolidation.
 Use of Estimates and Assumptions
 The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and impairment of intangible assets and deferred income taxes, allowance for credit losses, and contingencies.
 Reportable Segment
 Management has determined that the Company operates in one segment, given the common nature of its operations, products and services, production and distribution process and regulatory environment. For additional information, see Note 25 - Segment Information .
 Revenue Recognition
 Revenues from contracts with customers are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. For additional information see Note 5 - Revenues From Contracts with Customers .
 Cash, Cash Equivalents and Restricted Cash
 Cash and cash equivalents consist primarily of cash on deposit and money market funds, all of which have original maturities of three months or less.
 Restricted cash represents cash held by the Company’s lender related to its credit facility. As of December 31, 2024 and 2023, restricted cash amounted to approximately $ 1.0 million and $ 0.4 million, respectively.
 The Company regularly maintains cash, cash equivalents and restricted cash that exceed Federal Deposit Insurance Corporation limits. The Company has not experienced any losses and does not believe it is exposed to any significant credit risk from cash.
 Receivables
 Receivables, represent amounts due to the Company from its clearing broker, clients, financial institutions and others. Receivables consists of unconditional amounts due to the Company and are reported at amortized costs. All receivables are uncollateralized.
 ​ 
 

 F-9

 
 Table of Contents 

 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 
 Financial Instruments – Credit Losses . The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 326-20, Financial Instruments-Credit Losses . FASB ASC 326-20 requires the Company to estimate expected credit losses over the life of its financial assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis the allowance for credit losses is reported as a valuation account on the statement of financial condition that adjusts the asset’s amortized cost basis. Changes in the allowance for credit losses are reported in credit loss expense, if applicable. Management believes its risk of loss on currently recorded receivables is minimal and accordingly an allowance for credit losses has been recorded as of December 31, 2024, December 31, 2023, and January 1, 2023, in the amount of $ 0.7 million, $ 0.2 million and $ 0.2 million, respectively.
 Property and Equipment, net
 Property and equipment are recorded at cost, less accumulated depreciation and amortization. The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets once the asset is placed in service, which range from 2 to 10 years. Leasehold improvements are amortized over the lesser of the useful life of the asset or the initial lease term. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the useful life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized.
 The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. No impairment occurred for the years ended December 31, 2024 and 2023.
 Goodwill and Other Intangible Assets
 Goodwill is tested annually for impairment or if certain events occur indicating that the carrying amounts may be impaired. If a qualitative assessment is used and the Company determines that the fair value of a reporting unit is more likely than not (i.e., a likelihood of more than 50%) less than its carrying amount, a quantitative impairment test will be performed. An impairment loss will be recognized if a reporting unit’s carrying amount exceeds its fair value, to the extent that it does not exceed the total carrying amount of goodwill. No impairment of goodwill was recognized for the years ended December 31, 2024 and 2023.
 Intangible assets that are deemed to have definite lives are amortized over their useful lives, generally ranging from 5 to 10 years. They are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value.
 There was no impairment of intangible assets recognized for the years ended December 31, 2024 and 2023. See Note 9 - Intangible Assets , for additional information regarding the Company’s intangible assets.
 Debt Issuance Costs
 Debt issuance costs are capitalized and amortized as additional interest expense over the expected term of the related debt agreement. Debt issuance costs are presented as a direct reduction from the carrying amount of the related debt liability.
 ​ 
 

 F-10

 
 Table of Contents 

 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 
 Leases
 The Company accounts for its leases in accordance with FASB ASC 842- Leases . The Company is a lessee in several noncancelable operating leases for office space. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and right of use (“ROU”) asset at the commencement date of the lease.
 ROU assets. A lessee’s ROU asset is measured at the commencement date at the amount of the initially measured lease liability plus any lease payments made to the lessor before or at the commencement date, minus any lease incentives received; plus any initial direct costs. Unless impaired, the ROU asset is subsequently measured throughout the lease term at the amount of the lease liability (that is, present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease cost for lease payments is recognized on a straight-line basis over the lease term.
 Lease Liabilities . A lease liability is measured based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate and are measured using the index or rate at the commencement date. Lease payments, including variable payments based on an index rate, are remeasured when any of the following occur: (1) the lease is modified (and the modification is not accounted for as a separate contract), (2) certain contingencies related to the variable lease payments are resolved, or (3) there is a reassessment of any of the following: the lease term, purchase options or amounts that are probable of being owed under a residual value guarantee. The discount rate is the implicit rate if it is readily determinable; otherwise, the Company uses its incremental borrowing rate. The implicit rates of the Company’s leases are not readily determinable; accordingly, the Company uses it incremental rate based on the information available at the commencement date for each lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The Company determines its incremental borrowing rates by starting with the interest rates on its recent borrowings and other observable market rates and adjusting those rates to reflect the differences in the amount collateral and the payment terms of the leases.
 Accounting policy election for short-term leases. The Company has elected, for all underlying classes of assets, to not recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes lease cost associated with its short-term leases on a straight-line basis over the lease term.
 See Note 13 - Leases for additional information.
 Income Taxes
 Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which are recorded on the consolidated balance sheet in accordance with FASC ASC 740, Income Taxes (“ASC 740”), which established financial accounting and reporting standards for the effects of income taxes. The likelihood that deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated statements of operations and comprehensive income.
 ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on an income tax return. Under ASC 740-10, the impact of an uncertain tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
 

 F-11

 
 Table of Contents 

 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 
 For the periods prior to the Reverse Merger and Recapitalization, BMS was treated as a partnership for income tax purposes and therefore not subject to federal taxes. BMS was subject to certain state and local income taxes. Additionally, Binah Capital Corp. (fka, Kingswood Acquisition Corp.) was treated as a corporation and subject to U.S. federal income taxes, in addition to state and local income taxes.
 Subsequent to the Reverse Merger and Recapitalization, Binah Capital Corp, a wholly-owned subsidiary of Holdings, is the parent company of BMS. Subsequent to the Reverse Merger and Recapitalization, BMS elected to be treated as a corporation and is subject to U.S. federal income taxes, in addition to state and local income taxes.
 Binah Capital Group, Inc. Binah Capital Corp., BMS, the PKSH Entities, the Cabot Entities and WEG are taxable entities subject to federal, state, and local income taxes. Therefore, these consolidated financial statements include an income tax provision for the taxable entities only. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. 
 Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company periodically evaluates deferred tax assets and net operating loss carryforwards to determine their recoverability based primarily on the Company’s ability to generate future taxable income. A valuation allowance may be established to reduce deferred tax assets, if it is more likely than not that all, or some portion, of such deferred tax assets will not be realized.
 The Company accounts for taxes in accordance with the asset and liability method of accounting for income taxes. Under this method, the Company must recognize the tax benefit from an uncertain tax position only if it is “more likely than not” that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.
 Net Loss Per Share
 Basic earnings per share of common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted net income per share of common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and warrants and conversion of the Company’s preferred stock. Net income (loss) per share is not presented for periods prior to the Merger as such amounts would not be meaningful to users of the consolidated financial statements because the equity structure materially changed in connection with the Merger.
 Financial Instruments
 The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes.
 As a result of the Reverse Recapitalization, the Company has issued and has outstanding warrants. The Company evaluates the warrants, to determine if such instruments should be considered stock-based compensation, pursuant to ASC Topic 718, and if not in the scope of ASC 718, if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The determination of whether the instrument should be classified as stock-based compensation or a derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
 Warrants issued to non-employees (the “Non-employee Warrants”) are not classified as stock-based compensation as there is no condition of employment such that the granting of the shares does not represent compensation. The Non-employee Warrants are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. Warrants issued to non-employees are measured at fair value on recurring basis, using the market approach based upon the quoted market price of Binah Capital Group, Inc.’s warrants at the end of each reporting period. 
 

 F-12

 
 Table of Contents 

 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 
 Contingent Liabilities
 The Company recognizes liabilities for contingencies when there is an exposure that, when fully analyzed, indicates potential losses become probable and can be reasonably estimated. Whether a potential loss is probable and can be reasonably estimated is based on currently available information and is subject to significant judgment, a variety of assumptions and uncertainties.
 When a potential loss is probable and the loss or range of loss can be estimated, the Company will accrue the most likely amount within that range. No liability is recognized for those matters which, in management’s judgment, the determination of a reasonable estimate of potential loss is not possible, or for which a potential loss is not determined to be probable.
 The determination of these liability amounts requires significant judgment on the part of management. See Note 19 – Commitments and Contingencies for additional information.
 Emerging Growth Company Status
 The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012, and it thus may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.
 Recently Issued Accounting Pronouncements
 In November 2024, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) : Disaggregation of Income Statement Expenses , which requires public business entities to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The ASU should be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact on the related disclosures; however, it does not expect this update to have an impact on its financial condition or results of operations.
 In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to enhance the transparency of income tax disclosures relating to the rate reconciliation, disclosure of income taxes paid, and certain other disclosures. The ASU should be applied prospectively and is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact on the related disclosures; however, it does not expect this update to have an impact on its financial condition or results of operations.
 Recently Adopted Accounting Pronouncements
 In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve the disclosures about reportable segments and include more detailed information about a reportable segment’s expenses. This ASU also requires that a public entity with a single reportable segment, like the Company, provide all of the disclosures required as part of the amendments and all existing disclosures required by Topic 280. The ASU should be applied retrospectively to all prior periods presented in the consolidated financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The adoption did not have an impact on the Company’s financial condition or results of operations. See Note 25 - Segment Information for related disclosures. 
 ​ 

 F-13

 
 Table of Contents 

 4 . MERGER AND RECAPITALIZATION
 Upon the consummation of the Business Combination, (i) the holders of shares of KWAC’s common stock (“ KWAC. Common Stock ”) issued and outstanding immediately prior to the effective time of the Business Combination (other than any redeemed shares) received one share of common stock of Holdings (“ Holdings Common Stock ”) in exchange for each share of KWAC Common Stock held by them, subject to adjustment as more fully described herein, (ii) 1,100,000 shares of Holdings Common Stock issued to Sponsor was placed by Holdings into an escrow account and will not be released to the Sponsor unless the dollar volume-weighted average price of Holdings Common Stock exceeds $ 12.00 for 20 trading days within any 30 -day trading period during the four-year period following the consummation of the Business Combination, (iii) the holders of each whole warrant to purchase KWAC Class A Common Stock received one warrant to purchase Holdings Common Stock at an exercise price of $ 11.50 per share, (iv) 12 million shares of Holdings Common Stock, subject to adjustment as more fully described herein, was issued to the equity holders of BMS in proportion to their ownership interests in BMS, (v) an additional 1,100,000 shares of Holdings Common Stock was issued to certain equity holders of BMS, (vi) 3,084,450 KWAC Private Placement Warrants held by Sponsor were forfeited immediately prior to the effective time of the Business Combination, and (vii) 3,084,450 warrants to purchase Holding Common Stock at an exercise price of $ 11.50 per share were issued to the equity holders of BMS in proportion to their ownership interests in BMS. As a result of the Business Combination, BMS became an indirect, wholly-owned subsidiary of Holdings.
 Additionally, on the Closing Date, Holdings entered into a Subscription Agreement with an investor for the purchase of 1,500,000 shares of Holdings’ Series A Redeemable Convertible Preferred Stock (the “ Holdings Series A Stock ”) in a private placement at $ 9.60 per share, for an aggregate purchase price of $ 14.4 million (the “ Series A PIPE ”). The Holdings Series A Stock may be converted into shares of Holdings Common Stock after the second anniversary of the closing of the Series A PIPE, which such conversion shall initially be 1.5 shares of Holdings Common Stock for each share of Series A Convertible Preferred Stock, subject to certain adjustments provided in the Certificate of Designations.
 Holdings applied to have the Holdings common stock and Holdings warrants listed on the Nasdaq Global Market (the “ Nasdaq ”) under the symbols BCG and BCGWW , respectively. Prior to the mergers, the KWAC Class A Common Stock and KWAC Public Warrants were listed on the OTC Exchange under the symbols “KWAC” and “KWAC.WS,” respectively.
 On March 26, 2024, Holdings received approval for Holding’s securities to be listed on the Nasdaq Stock Market LLC. Holdings common stock is listed on the Nasdaq Global Market and its warrants will be listed on the Nasdaq Capital Market under the symbols “BCG” and “BCGWW”, respectively.
 5 . REVENUES FROM CONTRACTS WITH CUSTOMERS
 Revenues from contracts with customers are recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues are analyzed to determine whether the Company is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenues on a net basis) in the contract. Principal or agent designations depend primarily on the control an entity has over the product or service before control is transferred to a customer. The indicators of which party exercises control include primary responsibility over performance obligations, inventory risk before the good or service is transferred and discretion in establishing the price.
 Commissions
 Commission revenues represent sales commissions generated by advisors for their clients’ purchases and sales of securities on exchanges and over-the-counter, as well as purchases of other investment products. The Company views the selling, distribution and marketing, or any combination thereof, of investment products to such clients as a single performance obligation to the product sponsors.
 The Company is the principal for commission revenues, as it is responsible for the execution of the clients’ purchases and sales and maintains relationships with the product sponsors. Advisors assist the Company in performing its obligations. Accordingly, total commission revenues are reported on a gross basis.
 

 F-14

 
 Table of Contents 

 5. REVENUES FROM CONTRACTS WITH CUSTOMERS (continued) 
 The Company generates two types of commission revenues: sales-based commissions that are recognized at the point of sale on the trade date and trailing commissions that are recognized over time as earned. Sales-based commission revenues vary by investment product and are based on a percentage of an investment product’s current market value at the time of purchase. Trailing commission revenues are generally based on a percentage of the current market value of clients’ investment holdings in trail-eligible assets, and are recognized over the period during which services, such as ongoing support, are performed. As trailing commission revenues are based on the market value of clients’ investment holdings, the consideration is variable, and an estimate of the variable consideration is constrained due to dependence on unpredictable market impacts. The constraint is removed once the value of the clients’ investment holdings can be determined.
 Advisory Fees
 Advisory fees represent fees charged to advisors’ clients’ accounts on the Company’s corporate advisory platform. The Company provides ongoing investment advice, brokerage and execution services on transactions, and performs administrative services for these accounts. This series of performance obligations transfers control of the services to the client over time as the services are performed. These revenues are recognized ratably over time to match the continued delivery of the performance obligations to the client over the life of the contract. The advisory revenues generated from the Company’s corporate advisory platform are based on a percentage of the market value of the eligible assets in the clients’ advisory accounts. As such, the consideration for these revenues is variable and an estimate of the variable consideration is constrained due to dependence on unpredictable market impacts on client portfolio values. The constraint is removed once the value of the clients’ investments holdings can be determined.
 The Company provides advisory services to clients on its corporate advisory platform through the advisor. The Company is the principal in these arrangements and recognizes advisory revenues on a gross basis, as the Company is responsible for satisfying the performance obligations and has control over determining the fees.
 The following table presents total revenues from contracts with customers disaggregated by investment product for the years ended December 31 (in thousands) :
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 For the years ended December 31, 
 
 Revenue From Contracts With Customers 
 ​ 
 2024 
 
 2023 
 
 Variable annuities and other insurance commissions
 ​ 
 $
 100,434 
 ​ 
 $
 102,218 
 
 Mutual fund commissions
 ​ 
 
 21,134 
 ​ 
 
 19,022 
 
 Securities commissions
 ​ 
 
 11,788 
 ​ 
 
 10,810 
 
 Alternative investments
 ​ 
 
 6,096 
 ​ 
 
 6,141 
 
 Advisory fees
 ​ 
 
 24,939 
 ​ 
 
 21,668 
 
 Total Revenue From Contracts With Customers 
 ​ 
 $
 164,391 
 ​ 
 $
 159,859 
 

 ​ 
 ​ 
 

 F-15

 
 Table of Contents 

 5. REVENUES FROM CONTRACTS WITH CUSTOMERS (continued) 
 The following tables presents sales-based and trailing revenues disaggregated by product category for the years ended December 31 (in thousands) :
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 Sales-based (Point in time) 
 
 2024 
 
 2023 
 
 Variable annuities and other insurance commissions
 ​ 
 $
 40,852 
 ​ 
 $
 52,209 
 
 Mutual fund commissions
 ​ 
 
 4,204 
 ​ 
 
 5,422 
 
 Securities commissions
 ​ 
 
 11,788 
 ​ 
 
 10,810 
 
 Alternative investments
 ​ 
 
 5,983 
 ​ 
 
 6,084 
 
 Total Sales Based Revenues 
 ​ 
 $
 62,827 
 ​ 
 $
 74,525 
 

 ​ 
 ​ 
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 Trailing (Over time) 
 
 2024 
 
 2023 
 
 Variable annuities and other insurance commissions
 ​ 
 $
 59,582 
 ​ 
 $
 50,009 
 
 Mutual fund commissions
 ​ 
 
 16,930 
 ​ 
 
 13,600 
 
 Advisory fees
 ​ 
 
 24,939 
 ​ 
 
 21,668 
 
 Alternative investments
 ​ 
 
 113 
 ​ 
 
 57 
 
 Total Trailing Revenues 
 ​ 
 
 101,564 
 ​ 
 
 85,334 
 
 Total Revenue From Contracts With Customers 
 ​ 
 $
 164,391 
 ​ 
 $
 159,859 
 

 ​ 
 Contract Balances
 The timing of revenue recognition may differ from the timing of payment by the Company’s customers. The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. The Company records a contract asset when the Company has recognized revenue prior to payment but the Company’s right to payment is conditional on something other than the passage of time. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenues (a contract liability) until the performance obligations are satisfied. As of December 31, 2024 and 2023, the Company had receivables from contracts with customers, net of an allowance for credit losses, totaling approximately $ 10.1 million and $ 8.9 million, respectively. The opening balance of receivables from contracts with customers was approximately $ 8.6 million as of January 1, 2023. As of December 31, 2024, December 31, 2023, and January 1, 2023, the Company had no liabilities from contracts with customers.
 Interest and Other Income
 The Company earns interest income from client margin accounts and cash equivalents. This revenue is not generated from contracts with customers. Additionally, the Company receives marketing fees and sponsorship income.
 ​ 
 6 . DUE FROM CLEARING BROKER AND CLEARING DEPOSIT
 PKSI, CLS and WEG clear customer transactions through a clearing broker and, therefore, they operate pursuant to exemptions contained in Rule 15c3-3 of the Securities and Exchange Act of 1934. As of December 31, 2024 and 2023, clearing deposits, which are included in other assets on the consolidated statements of financial condition and receivables due from clearing brokers were as follows (in thousands) : 
 ​ 
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 2024 
 
 2023 
 
 ​ 
 
 ​ 
 ​ 
 
 Due from 
 
 ​ 
 ​ 
 
 Due from 
 
 ​ 
 ​ 
 Clearing 
 ​ 
 Clearing 
 ​ 
 Clearing 
 ​ 
 Clearing 
 
 Entity 
 ​ 
 Deposit 
 
 Broker 
 ​ 
 Deposit 
 
 Broker 
 
 PKSI
 ​ 
 $
 543 
 ​ 
 $
 430 
 ​ 
 $
 519 
 ​ 
 $
 373 
 
 CLS
 ​ 
 
 230 
 ​ 
 
 147 
 ​ 
 
 180 
 ​ 
 
 214 
 
 WEG
 ​ 
 
 175 
 ​ 
 
 296 
 ​ 
 
 175 
 ​ 
 
 44 
 
 Total
 ​ 
 $
 948 
 ​ 
 $
 873 
 ​ 
 $
 874 
 ​ 
 $
 631 
 

 ​ 
 ​ 

 F-16

 
 Table of Contents 

 7 . FAIR VALUE
 FASB ASC 820, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard establishes the following hierarchy used in fair value measurements and expands the required disclosures of assets and liabilities measured at fair value:
 ● Level 1 - Inputs use quoted unadjusted prices in active markets for identical assets or liabilities that the Company can access. 

 ● Level 2 - Fair value measurements use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. 

 ● Level 3 - Inputs that are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. The inputs or methodology used for valuing assets and liabilities are not necessarily an indication of the risk associated with investing in those assets and liabilities. 

 
 Certain financial instruments are carried at cost on the consolidated statements of financial condition, which approximates fair value due to their short-term, highly liquid nature. The carrying value of debt approximates their fair value since the interest rates on these obligations represent current market rates.
 8. PROPERTY AND EQUIPMENT, NET
 Property and equipment consisted of the following as of December 31 (in thousands) :
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 2024 
 
 2023 
 
 Computer hardware
 ​ 
 $
 2,652 
 ​ 
 $
 2,587 
 
 Office furniture and equipment
 ​ 
 
 971 
 ​ 
 
 971 
 
 Leasehold improvements
 ​ 
 
 41 
 ​ 
 
 41 
 
 ​ 
 ​ 
 
 3,664 
 ​ 
 
 3,599 
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Less: accumulated depreciation and amortization
 ​ 
 
 ( 3,065 )
 ​ 
 
 ( 2,625 )
 
 Property and equipment, net
 ​ 
 $
 599 
 ​ 
 $
 974 
 

 ​ 
 Depreciation and amortization expense related to property and equipment amounted to approximately $ 0.4 million and $ 0.5 million for the years ended December 31, 2024 and 2023.
 9. INTANGIBLE ASSETS
 The components of intangible assets were as follows as of December 31, 2024 (in thousands) :
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 ​ 
 
 Gross 
 
 ​ 
 ​ 
 
 ​ 
 ​ 
 
 ​ 
 ​ 
 Estimated 
 ​ 
 Carrying 
 ​ 
 Accumulated 
 ​ 
 Net Carrying 
 
 ​ 
 ​ 
 Useful Life 
 ​ 
 Amount 
 ​ 
 Amortization 
 ​ 
 Amount 
 
 Developed technology
 
 7 years 
 ​ 
 $
 1,600 
 ​ 
 $
 1,600 
 ​ 
 $
 —
 
 Trade name
 
 10 years 
 ​ 
 
 3,500 
 ​ 
 
 2,479 
 ​ 
 
 1,021 
 
 Total 
 ​ 
 ​ 
 ​ 
 $
 5,100 
 ​ 
 $
 4,079 
 ​ 
 $
 1,021 
 

 ​ 
 ​ 
 

 F-17

 
 Table of Contents 

 9. INTANGIBLE ASSETS (continued) 
 The components of intangible assets were as follows as of December 31, 2023 (in thousands) :
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 ​ 
 ​ 
 
 Gross 
 
 ​ 
 ​ 
 
 ​ 
 ​ 
 
 ​ 
 ​ 
 Estimated 
 ​ 
 Carrying 
 ​ 
 Accumulated 
 ​ 
 Net Carrying 
 
 ​ 
 ​ 
 Useful Life 
 ​ 
 Amount 
 ​ 
 Amortization 
 ​ 
 Amount 
 
 Policies and procedures library
 
 ​ 
 5 years 
 ​ 
 $
 2,200 
 ​ 
 $
 2,200 
 ​ 
 $
 —
 
 Developed technology
 
 ​ 
 7 years 
 ​ 
 
 1,600 
 ​ 
 
 1,391 
 ​ 
 
 209 
 
 Trade name
 
 ​ 
 10 years 
 ​ 
 
 3,500 
 ​ 
 
 2,129 
 ​ 
 
 1,371 
 
 Total 
 ​ 
 ​ 
 ​ 
 ​ 
 $
 7,300 
 ​ 
 $
 5,720 
 ​ 
 $
 1,580 
 

 ​ 
 Amortization expense related to intangible assets amounted to approximately $ 0.6 million for the years ended December 31, 2024 and 2023, respectively.
 As of December 31, 2024, the estimated future amortization expense for intangible assets is as follows (in thousands) :
 ​ 

 ​ 

 ​ 

 ​ 

 
 2025
 
 $
 350 
 
 2026
 ​ 
 
 350 
 
 2027
 ​ 
 
 321 
 
 ​ 
 ​ 
 $
 1,021 
 

 ​ 
 ​ 
 10. DEBT
 On April 2, 2020, the Company entered into a Credit Agreement (the “Credit Agreement”) with Oak Street Funding LLC (“Oak Street”) in the amount of $ 25 million. This note payable bears interest at the prime rate plus 2.25 % and has a 10 -year term and a 3 -month interest only repayment provision. As of December 31, 2024 and 2023, the outstanding balance of the Oak Street note, net of unamortized debt issuance costs was $ 0.0 million and $ 17.6 million, respectively.
 On April 25, 2021, the Company entered into an additional promissory note with Oak Street in the amount of $ 4.1 million related to the acquisition of WEG (“WEG Note”). This note payable bears interest at the prime rate plus 2.25 % and has a 10 -year term. As of December 31, 2024 and 2023, the outstanding balance of this note, net of unamortized debt issuance costs was $ 0.0 million and $ 3.2 million, respectively.
 Under the Oak Street notes, the Company was subject to certain covenants as defined in the agreements. As of December 31, 2023 and during the year ending December 31, 2024 the Company was in compliance with all financial related covenants.
 Subsequent to December 31, 2023, and in connection with the closing of the Business Combination, the Company entered into an amendment to the Credit Agreement with Oak Street providing for, among other things, consenting to the Business Combination, and the payoff and restructuring of certain debt obligations. Additionally, the rate of interest being charged will increase at rate of 15 % per annum until the interest rate reaches a maximum of 15.00 %, provided that in no event the interest rate will not be less than 10.75 % (the “Floor”). Additionally, in connection with the amendment the Company has agreed to pay a fee equal to $ 0.14 million (the “Deferred Fee”), which is due and payable in the amounts of $ 0.03 million and $ 0.12 million on June 12, 2024 and August 12, 2024, respectively. If the obligations under this Credit Agreement are paid in full prior to the respective deferral fee dates, the respective deferral fees would be waived.
 The amended Credit Agreement also includes a guarantee provision whereby each of the Company, KWAC, Holdings and MHC Securities, LLC are guarantors under the Credit Agreement. Additionally, certain of the members of the Company provide guarantees under the Credit Agreement.
 During the year ending December 31, 2024, the Company re-financed the Oak Street credit facility with Byline Bank under the terms outlined below.
 

 F-18

 
 Table of Contents 

 10. DEBT (continued) 
 On December 23, 2024 (the “ Credit Agreement Closing Date ”), BMS entered into a Credit Agreement (the “ Credit Agreement ”) with Byline Bank, as lender (the “ Lender ”), pursuant to which the Lender agreed, at BMS’s request, to (i) make to BMS a term loan in the original principal amount of $ 20.3 million (the “ Term Loan ”), which was funded on the Credit Agreement Closing Date; (ii) make to BMS, from time to time, certain non-revolving loans (the “ Non-Revolving Loans ”) in an aggregate principal amount of up to $ 1.0 million (the “ Non-Revolving Loan Commitment ”), to be funded through, but excluding, the Maturity Date (as defined below); and (iii) issue to BMS, from time to time, letters of credit (the “ Letters of Credit ” and together with the Term Loan and Non-Revolving Loans, the “ Loans ”) until the earliest to occur of (x) the one year from the Credit Agreement Closing Date and (b) the date on which the Non-Revolving Loans are fully drawn. As of December 31, 2024, the outstanding balance under the Term Loan was $ 19.6 million, net of unamortized debt issuance costs.
 Under the terms of the Credit Agreement, to the extent that BMS requests a Letter of Credit, the Non-Revolving Loan Commitment shall be permanently reduced in an amount equal to the amount of such Letter of Credit. The Non-Revolving Loans may not be requested by BMS and may only be advanced in connection with a repayment of a Letter of Credit (“ LC Payment ”). As of December 31, 2024, there were no amounts outstanding under the Non-Revolving Loan or Letter of Credit .
 The Loans (both principal and interest) made by the Lender to BMS is scheduled to mature and become immediately due and payable in full on December 23, 2029 (“Maturity Date”). The obligations under the Credit Agreement shall bear interest (i) as to the Term Loan, a per annum variable interest rate equal to the Applicable Margin (as defined in the Credit Agreement) plus the greater of (x) the Term Secured Overnight Financing Rate (“SOFR”) (as defined in the Credit Agreement) and (y) one percent ( 1.00 %) (the “ Term Loan Interest Rate ”); (ii) as to the Non-Revolving Loans or any reimbursement obligations relating to a Letter of Credit, at an interest rate equal to the Term SOFR plus four percent ( 4.00% ) per annum; and (iii) if any other obligations is created under the Loan Documents (as defined in the Credit Agreement), at the Term Loan Interest Rate. As of December 31, 2024, the effective interest rate was 8.3 %.
 The Term Loan must be used by BMS to refinance Existing Credit Facilities (as defined in the Credit Agreement) and the Non-Revolving Loans must be used solely to reimburse the Lender with respect to any Letters of Credit issued to BMS. The Term Loan refinanced the previous Oak Street Funding Facility.
 The Credit Agreement also includes customary covenants for a transaction of this type, including financial covenants whereby BMS and its subsidiaries on a consolidated basis may not have, as of the last day of each fiscal quarter, commencing with fiscal quarter ending on March 31, 2025, (1) a fixed charge coverage ratio as of the last day of the fiscal quarter for the twelve (12) month period then ended of not less than 1.20 to 1.00; (ii) a senior net leverage ratio as of the last day of such Fiscal Quarter for the twelve (12) month period then ended, of (A) for the fiscal quarter ended March 31, 2025 and each fiscal quarter through and including September 30, 2025, not more than 3.00 to 1.00; and (B) for the fiscal quarter ended December 31, 2025 and each fiscal quarter ending thereafter, not more than 2.75 to 1.00; or (iii) an annualized revenue received from custodians of at least $ 18.0 million. 
 The minimum calendar maturities of the Term Loan as of December 31, 2024, are as follows (in thousands) :
 ​ 
 ​ 

 ​ 

 ​ 

 ​ 

 
 2025
 
 $
 2,030 
 
 2026
 ​ 
 
 2,030 
 
 2027
 ​ 
 
 3,045 
 
 2028
 ​ 
 
 3,045 
 
 2029
 ​ 
 
 10,150 
 
 ​ 
 ​ 
 $
 20,300 
 

 ​ 
 ​ 

 F-19

 
 Table of Contents 

 11. PROMISSORY NOTES – AFFILIATES
 On November 30, 2017, WMS issued subordinated promissory notes in the aggregate principal amount of approximately $ 3.6 million to certain sellers in connection with the acquisition of the PKSH Entities. These notes had a maturity date of May 17, 2023 and accrued interest at a rate of 10 % annually. The interest on these notes continued to accrue until such time as these notes were paid.
 Additionally, in connection with the acquisition of the PKSH Entities, the Company agreed to pay contingent consideration in the amount of $ 5.0 million to certain sellers. The conditions related to this contingency were met on November 30, 2018, and thus the notes have been issued to the sellers. These subordinated promissory notes had a maturity date of May 30, 2023, and accrued interest at a rate of 10 % annually. The interest on these notes continued to accrue until such time as these notes were paid.
 As of December 31, 2024 and 2023, the amount of principal and accrued interest related to these promissory notes were approximately $ 0.0 million and $ 12.2 million, respectively. Related interest expense was approximately $ 0.0 million and $ 0.9 million for the years ended December 31, 2024 and 2023, respectively.
 Subsequent to December 31, 2023, and in connection with the closing of the Business Combination, the Company paid approximately $ 3.4 million on these notes. In addition to the paydown, the noteholders (all of whom are stockholders and/or key employees) agreed to forgive the remaining accrued but unpaid interest of approximately $ 3.8 million and entered into a new promissory note in the principal amount of approximately $ 5.3 million, which is the amount outstanding as of December 31, 2024. The terms of this new promissory note provides for maturity on May 15, 2027 and carries an interest rate of the prime rate plus 1.00 %, but no less than 7.50 % per annum. For the year ended December 31, 2024 interest expense related to the new promissory notes amounted to approximately $ 0.4 million of which approximately $ 0.1 million is payable as of December 31, 2024 and paid subsequent to December 31, 2024.
 12. DUE TO MEMBERS
 The Company had entered into promissory notes with certain of its members to provide for working capital. As of December 31, 2024 and 2023, the amount of principal and accrued interest related to these notes were approximately $ 0.0 million and $ 5.2 million, respectively. The notes bear interest at the rate of 10 % and are due on demand. For the years ended December 31, 2024 and 2023, interest expense related to these notes amounted to approximately $ 0.1 million and $ 0.4 million, respectively.
 Subsequent to December 31, 2023, and in connection with the closing of the Business Combination, the noteholders agreed to satisfy all outstanding obligations, including the payment of principal and interest, in exchange for an amount of cash equal to approximately $ 0.9 million, forgiveness of certain other obligations owed to a noteholder and the issuance of 357,000 shares of common stock of Binah Capital Group, Inc.
 ​ 
 13. LEASES
 The Company has obligations as a lessee for office space with initial noncancelable terms in excess of one year . The Company classifies these leases as operating leases. These leases generally contain renewal options for periods ranging from 2 to 10 years . Because the Company is not reasonably certain to exercise these renewal options , the optional periods are not included in determining the lease term, and associated payments under these renewal options are excluded from lease payments used to determine the lease liability. The Company’s leases do not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease contracts include fixed payments plus, for many of the Company’s leases, variable payments. The Company’s office space leases require it to make variable payments for the Company’s proportionate share of the building’s property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred.
 The components of lease cost for the years ended December 31, 2024 and 2023 are as follows (in thousands) :
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 2024 
 
 2023 
 
 Operating lease cost
 ​ 
 $
 1,112 
 ​ 
 $
 1,141 
 
 Variable lease cost
 ​ 
 
 38 
 ​ 
 
 48 
 
 Total lease cost
 ​ 
 $
 1,150 
 ​ 
 $
 1,189 
 

 ​ 
 Total lease cost is included rent and occupancy on the consolidated statements of operations.
 

 F-20

 
 Table of Contents 

 13. LEASES (continued) 
 Amounts reported in the consolidated statements of financial condition as of December 31, 2024 and 2023 were as follows (in thousands) :
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 2024 
 
 2023 
 
 Operating lease ROU assets
 ​ 
 $
 3,730 
 ​ 
 $
 4,332 
 
 Operating lease liabilities
 ​ 
 $
 3,820 
 ​ 
 $
 4,381 
 

 ​ 
 Other supplemental information related to leases as of December 31, 2024 and 2023 was as follows:
 Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2024 and 2023 (in thousands) :
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 2024 
 
 2023 
 
 Operating leases
 ​ 
 $
 464 
 ​ 
 $
 466 
 

 ​ 
 ROU assets obtained in exchange for lease liabilities for the year ended December 31, 2024 and 2023 (in thousands) :
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 2024 
 
 2023 
 
 Operating leases
 ​ 
 $
 —
 ​ 
 $
 320 
 

 ​ 
 ​ 
 Weighted-average remaining lease term as of December 31, 2024 and 2023:
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 2024 
 
 2023 
 
 Operating leases
 
 5.7 years
 
 6.7 years
 

 ​ 
 Weighted-average discount rate as of December 31, 2024 and 2023:
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 2024 
 
 2023 
 
 
 Operating leases
 
 5.5 
 %
 5.6 
 %
 

 ​ 
 Amounts disclosed for ROU assets obtained in exchange for lease liabilities and reductions to ROU assets resulting from reductions to lease liabilities include amounts added to or reduced from the carrying amount of ROU assets resulting from new leases, lease modifications or reassessments.
 Maturities of lease liabilities as of December 31, 2024 were as follows (in thousands) :
 ​ 

 ​ 

 ​ 

 ​ 

 
 2025
 
 $
 777 
 
 2026
 ​ 
 
 767 
 
 2027
 ​ 
 
 731 
 
 2028
 ​ 
 
 731 
 
 2029
 ​ 
 
 731 
 
 Thereafter
 ​ 
 
 670 
 
 ​ 
 ​ 
 
 4,405 
 
 Less: Imputed interest
 ​ 
 
 ( 585 )
 
 Lease liability
 ​ 
 $
 3,820 
 

 ​ 
 ​ 
 ​ 

 F-21

 
 Table of Contents 

 14. SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK
 On March 15, 2024 (the “Funding Date”), in connection with the consummation of the Business Combination, Holdings and BMS entered into a Subscription Agreement with an investor for the purchase of 1,500,000 shares of Holdings’ Series A Redeemable Convertible Preferred Stock (the “ Holdings Series A Stock ”) in a private placement at $ 9.60 per share, for an aggregate purchase price of $ 14.4 million (the “ Series A PIPE ”). The Holdings Series A Stock may be converted into shares of Holdings Common Stock after the second anniversary of the closing of the Series A PIPE, which such conversion shall initially be 1.5 shares of Holdings Common Stock for each share of Series A Convertible Preferred Stock, subject to certain adjustments provided in the Certificate of Designations.
 Additionally, the Holdings Series A Stock carries a cumulative dividend at a rate of nine percent ( 9 %) per annum, payable and compounded quarterly on the last day of each quarter. At the discretion of Holdings, the payment may be made in cash or up to 50 % of the amount due, in duly authorized, validly issued, fully paid and non-assessable share of Holdings Series A Stock at a value of $ 10 per share. For the year ended December 31, 2024, the Company paid dividends under the Series A PIPE in the amount of approximately $ 1.1 million of which $ 0.56 million was paid in cash and $ 0.55 was paid in-kind.
 The Holdings Series A Stock has liquidation preferences in the event of a voluntary or involuntary liquidation as follows:
 ● The greater of $ 12.50 per share of Holdings Series A Stock if such liquidation occurs prior to the first anniversary of the Funding Date; 

 ● $ 13.00 per share of Holdings Series A Stock if such liquidation occurs prior to the second anniversary of the Funding Date; 

 ● $ 15.00 per share of Holdings Series A Stock if such liquidation occurs prior to the third anniversary of the Funding Date; 

 ● $ 16.00 per share of Holdings Series A Stock if such liquidation occurs prior to the fourth anniversary of the Funding Date. 

 
 Holdings, at its option, may redeem the Series A Stock on any anniversary of the Funding date up to an including the fourth anniversary of the Funding date at the following redemption prices:
 ● $ 11.50 per share of Series A Stock on the first anniversary of the Funding Date; 

 ● $ 13.00 per share of Series A Stock on the second anniversary of the Funding Date; 

 ● $ 15.00 per share of Series A Stock on the third anniversary of the Funding Date; 

 ● $ 16.00 per share of Series A Stock on the fourth anniversary of the Funding Date; 

 
 If the Series A Stock have not previously been redeemed or converted, the Series A Stock will be redeemed by Holdings on the fourth anniversary of the Funding Date.
 15. SERIES B CONVERTIBLE PREFERRED STOCK
 On September 4, 2024, the Company entered into a Subscription Agreement with an investor for the purchase of 150,000 shares of Holdings’ Series B Convertible Preferred Stock, par value $ .0001 (the “ Holdings Series B Stock ”) in a private placement at $ 10.00 per share, for an aggregate purchase price of $ 1.5 million. The Holdings Series B Stock may be converted into shares of Holdings Common Stock, at the option of the investor at a rate equal to the quotient of (i) $ 10.00 divided, by (ii) the product of (A) .80 multiplied by, (B) the volume weighted average price for the 20 trading days during the 30 -day period immediately prior to such conversion, provided that in no event shall the denominator be less than $ 6.00 per share (the “Conversion Rate”).
 

 F-22

 
 Table of Contents 

 15. SERIES B CONVERTIBLE PREFERRED STOCK (continued) 
 Additionally, the Holdings Series B Stock carries a cumulative dividend at a rate of nine percent ( 7 %) per annum, payable and compounded quarterly on the last day of each quarter. At the discretion of Holdings, the payment may be made in cash or up to 50 % of the amount due, in duly authorized, validly issued, fully paid and non-assessable share of Holdings Series B Stock at a value of $ 10 per share. As of December 31, 2024, included in accounts payable, accrued expenses and other liabilities on the accompanying consolidated statement of financial condition is an accrued dividend in the amount of $ 0.03 million that was paid subsequent to December 31, 2024. 
 The Company may, at its option, in whole, or part, redeem the Holdings Series B Stock any time after the first anniversary of the date of the Subscription Agreement at a redemption price equal to the greater of (i) $ 12.00 per share of Holdings Series B Stock, plus accrued but unpaid dividends or (A) 1.20 multiplied by (B) the volume weighted average price for 20 trading days during the 30 -day period immediately prior to the redemption; provided that such price shall not greater than $ 20.00 .
 16. WARRANTS
 The following table summarizes the warrants outstanding as of December 31, 2024:
 ​ 

 ​ 

 ​ 

 
 Class of Warrants 
 
 Number Outstanding 
 
 Public warrants
 
 15,147,958 
 

 ​ 
 Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $ 11.50 per share. A holder may exercise its warrants only for a whole number of shares of Class A common stock. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Company may redeem the warrants at a price of $ 0.01 per share if the closing price of the Company’s Class A common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 - trading day period. The Warrants will expire five years after the Closing Date or earlier upon redemption or liquidation.
 The Warrants are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. At December 31, 2024 , the fair value of the warrant liabilities is approximately $ 1.0 million and is included in accounts payable, accrued expenses and other liabilities on the accompanying consolidated statement of financial condition as of December 31, 2024. For the year ended December 31, 2024, included in other expenses on the consolidated statement of operations is unrealized gain on the warrants in the amount of approximately $ 0.6 million.
 17. INCOME TAXES
 Prior to the closing the Business Combination BMS was classified as a partnership for income tax purposes and is therefore not subject to federal, and certain state, and local income taxes. Subsequent to the closing of the Business Combination, BMS elected to be taxed as a corporation and therefore subject to federal, state and local income taxes. Binah Capital Group, Inc. and Binah Capital Corp are also corporations and suject to federal, state and local income taxes. PKSH elected to be taxed as a corporation. The PKSH Entities and WEG are taxable entities and are subject to federal, state, and local income taxes. Therefore, these consolidated financial statements include an income tax provision for the all taxable entities, which is the primary reason for the difference between the statutory tax rate and the effective tax rate.
 The income tax provision (benefit) for the years ended December 31, consisted of the following:
 ​ 
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 2024 
 
 2023 
 
 Federal:
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Current
 ​ 
 $
 584 
 ​ 
 $
 180 
 
 Deferred
 ​ 
 
 623 
 ​ 
 
 ( 354 )
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 State and local:
 ​ 
 
 
 ​ 
 
 
 
 Current
 ​ 
 
 224 
 ​ 
 
 119 
 
 Deferred
 ​ 
 
 ( 16 )
 ​ 
 
 ( 30 )
 
 Income tax provision (benefit)
 ​ 
 $
 1,415 
 ​ 
 $
 ( 85 )
 

 ​ 
 

 F-23

 
 Table of Contents 

 17. INCOME TAXES (continued) 
 The reconciliation between the U.S. statutory federal income tax rate and the Company’s effective tax rate for the years ended December 31, 2024 and 2023 are as follows:
 ​ 
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 2024 
 
 2023 
 ​ 
 
 U.S. federal statutory rate
 ​ 
 21.0 
 % 
 21.0 
 %
 
 State income taxes, net of federal benefit
 
 ( 5.1 )
 % 
 13.2 
 %
 
 Non-deductible meals and entertainment
 
 ( 1.1 )
 % 
 6.3 
 %
 
 Non-deductible transaction costs
 
 ( 4.7 )
 % 
 —
 ​ 
 
 Gain/(loss) on the fair value of warrants
 
 4.1 
 % 
 —
 ​ 
 
 Deferred adjustments
 
 ( 31.5 )
 % 
 ( 127.3 )
 %
 
 Non-taxable pass through entities
 ​ 
 ( 18.1 )
 % 
 69.7 
 %
 
 Net operating loss true-up
 ​ 
 ( 6.9 )
 % 
 —
 ​ 
 
 Other adjustments
 
 ( 2.8 )
 % 
 ( 0.4 )
 %
 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Effective rate
 ​ 
 ( 45.1 )
 % 
 ( 17.5 )
 %
 

 ​ 
 Deferred Taxes
 Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates. Temporary differences, and net operating loss carryforwards that give rise to deferred tax assets and liabilities are summarized as follows as of December 31:
 ​ 
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 2024 
 
 2023 
 
 Deferred tax assets/(liabilities):
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 ​ 
 
 Property, and equipment, net
 ​ 
 $
 ( 116 )
 ​ 
 $
 ( 92 )
 
 Intangibles, net
 ​ 
 ​ 
 246 
 ​ 
 ​ 
 —
 
 IRC 163(j) interest limitation, carryover
 ​ 
 
 340 
 ​ 
 
 190 
 
 Net operating loss
 ​ 
 
 281 
 ​ 
 
 832 
 
 Other
 ​ 
 
 138 
 ​ 
 
 63 
 
 Total
 ​ 
 
 889 
 ​ 
 
 993 
 
 Valuation Allowance
 ​ 
 
 ( 529 )
 ​ 
 
 —
 
 Net deferred tax asset
 ​ 
 $
 360 
 ​ 
 $
 993 
 

 ​ 
 Net Operating Losses
 At December 31, 2024, the Company and its subsidiaries had federal and state net operating loss carry forwards of approximately $ 1.0 million and $ 1.8 million, respectively. At December 31, 2023, the Company had federal and state net operating loss carryforwards of approximately $ 3.7 million and $ 1.2 million, respectively. These carry forward losses are available to offset future U.S. federal and state taxable income and are not subject to IRC Section 382 limitations. All federal net operating losses being carried forward were incurred in tax years beginning after December 31, 2021, and therefore will carry forward indefinitely.
 Valuation Allowance
 The Company provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur in accordance with accounting standards that address income taxes. Significant management judgment is required in determining the period in which the reversal of a valuation allowance should occur. The Company has considered all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income amongst other items, in determining its valuation allowance and has concluded that a valuation allowance is warranted in the amount of $ 529 and $ 0 as of December 31, 2024 and 2023.
 

 F-24

 
 Table of Contents 

 17. INCOME TAXES (continued) 
 Unrecognized Tax Benefits
 Based on the Company’s evaluation, it has been concluded that there are no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements for the years ended December 31, 2024 and 2023 and the Company does not anticipate any material changes over the next twelve months.
 The Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and penalties as interest expense and other expense, respectively. There were no amounts accrued for interest or penalties on unrecognized tax benefits for the years ended December 31, 2024 and 2023. Management does not expect any material changes in its unrecognized tax benefits in the next year.
 The Company files income tax returns, including returns for its subsidiaries, with federal and state jurisdictions. The Company is generally not subject to examinations for its federal and state returns for any periods prior to the 2021 tax year. The Company is not currently under examination for any tax years.
 18. NET LOSS PER SHARE
 The Series A and Series B Preferred Stock does not have similar economic rights to the common stock and management does not consider them to be in substance common shares for earnings per share (“EPS”) purposes. As a result, the weighted average Series A and Series B Preferred Stock outstanding during the period was not included in the calculation of weighted average common stock outstanding. The warrants were considered in diluted EPS under the treasury stock method, if dilutive.
 Management determined that EPS was not presented for periods prior to the Merger as it was not considered to be meaningful.
 The computation of loss per share and weighted average of the Company’s common stock outstanding for the period from the date of transaction close through December 31, 2024 is as follows (in thousands) :
 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 
 For the year ended 
 
 ​ 
 ​ 
 December 31, 2024 
 
 Net loss attributable to Binah Capital Group, Inc.
 ​ 
 $
 ( 5,292 )
 
 Basic and diluted weighted average shares outstanding, common stock
 ​ 
 
 16,593 
 
 Basic and diluted loss per share of common stock
 ​ 
 $
 ( 0.32 )
 

 ​ 
 The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share for the period presented as they were anti-dilutive (in thousands) .
 ​ 

 ​ 

 ​ 

 
 Warrants
 
 15,148 
 

 ​ 
 ​ 
 19. COMMITMENTS AND CONTINGENCIES
 Litigation
 Certain conditions may exist as of the date the consolidated financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.
 

 F-25

 
 Table of Contents 

 19. COMMITMENTS AND CONTINGENCIES (continued) 
 If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the accompanying consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed.
 There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
 The Company is a defendant or respondent in various pending and threatened arbitrations, administrative proceedings and lawsuits seeking compensatory damages. Claim amounts are infrequently indicative of the actual amounts the Company will be liable for, if any. Many of these claimants also seek, in addition to compensatory damages, punitive or treble damages, and all seek interest, costs and fees. These matters arise in the normal course of business. The Company intends to vigorously defend itself in these actions, and the ultimate outcome of these matters cannot be determined at this time.
 In many lawsuits, arbitrations, and regulatory proceedings, it is not possible to determine whether a liability has been incurred or to estimate the amount of that liability until the matter is close to resolution. However, accruals are reviewed regularly and are adjusted to reflect management’s estimates of the impact of developments, rulings, advice of counsel and any other information pertinent to a particular matter.
 Because of the inherent difficulty in predicting the ultimate outcome of legal and regulatory actions, management cannot predict with certainty the eventual loss or range of loss related to such matters. The Company believes, based upon current information, that the outcome of any such legal proceeding, claim, dispute, or investigation will not have a material effect on the Company’s financial position, results of operations or cash flows. However, the actual outcomes of such legal proceedings, claims, disputes, or investigations could be material to the Company’s operating results and cash flows for a particular future period as additional information is obtained.
 Indemnification
 The activities of the Company’s customers are transacted on either a cash or margin basis through the facilities of its clearing broker. In margin transactions, the clearing broker extends credit to the customers, subject to various regulatory and margin requirements, collateralized by cash and securities in the customer’s account. In connection with these activities, the clearing broker may also execute and clear customer transactions involving the sale of securities not yet purchased.
 The clearing broker monitors required margin levels daily and, pursuant to such guidelines, requires the customers to deposit additional collateral, or reduce positions, when necessary.
 These transactions may expose the Company to significant off-balance sheet risk in the event margin requirements are not sufficient to fully cover losses which the customers may incur. In the event the customers fail to satisfy their obligations to the clearing broker, the Company may be required to compensate the clearing broker for losses incurred on behalf of the customers.
 The Company, through its clearing broker, seeks to control the risk associated with its customers’ activities by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines. As of December 31, 2024 and 2023, management of the Company had not been notified by any clearing brokers, nor were they otherwise aware of any potential losses relating to this indemnification.
 ​ 
 

 F-26

 
 Table of Contents 

 20. RELATED-PARTY TRANSACTIONS
 Certain of the Company’s subsidiaries earn revenue from various related parties controlled by individuals that are members or officers of the Company. Summarized activity and balance as of and for the years ended December 31, 2024 and 2023 are as follows (in thousands) : 
 ​ 
 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 ​ 

 
 ​ 
 ​ 
 Revenue 
 ​ 
 Due from/(Due to) 
 
 Subsidiary
 
 2024 
 
 2023 
 
 2024 
 
 2023 
 
 CLS
 ​ 
 $
 1,000 
 ​ 
 $
 1,000 
 ​ 
 $
 ( 0.1 )
 ​ 
 $
 ( 0.1 )
 
 Total
 ​ 
 $
 1,000 
 ​ 
 $
 1,000 
 ​ 
 $
 ( 0.1 )
 ​ 
 $
 ( 0.1 )
 

 ​ 
 The revenue amounts and amounts due to and due from are included in commissions on the accompanying consolidated statements of operations and other assets on the consolidated statements of financial condition, respectively.
 21. STOCKHOLDERS’ EQUITY
 The Company is authorized to issue 57,500,000 shares consisting of the following:
 ● 2,000,000 shares of Series A Preferred Stock, par value $ 0.0001 per share, 1,555,000 shares issued and outstanding as of December 31, 2024; and 

 
 ● 500,000 shares of Series B Preferred Stock, par value $ 0.0001 per share, 150,000 shares issued and outstanding as of December 31, 2024; and 

 ● 55,000,000 shares of Common Stock, par value $ 0.0001 per share, 16,602,460 shares issued and outstanding as of December 31, 2024. 

 
 22. RETIREMENT PLAN 
 PKSI maintains a 401(k) retirement plan for the benefit of its employees. Contributions to the PKSI Plan are limited to a maximum of 3 % of employee compensation and are based upon employee contributions. Employees must be 21 years of age and employed for three months to participate. The PKSI contribution to the plan amounted to approximately $ 0.4 million and $ 0.3 million for the years ended December 31, 2024 and 2023, respectively.
 Additionally, WEG maintains a 401(k) plan for qualified employees. WEG matches 50 % of employee contributions up to 3 % of employee compensation, and may make discretionary contributions to the plan, subject to certain limitations as set forth in the plan agreement. WEG’s aggregate contribution to the plan for the years ended December 31, 2024 and 2023 was approximately $ 0.03 million and $ 0.02 million, respectively. WEG also has a separate profit-sharing plan, making discretionary contributions as defined in the plan, subject to certain limitations set forth in the plan agreement. The Company did not make a separate profit-sharing plan contribution for the years ended December 31, 2024 and 2023.
 Effective January 1, 2025, the WEG plan was merged into the PKSI plan and the plan was renamed the Binah Management Services 401 (k) Profit Sharing Plan.
 23. NET CAPITAL REQUIREMENTS
 The Company operates four registered broker-dealers that are subject to the SEC Uniform Net Capital Rule (Rule 15c3-1). This requires the Company to maintain certain minimum net capital requirements. At December 31, 2024 and 2023, all broker-dealers had net capital in excess of the required minimums.
 

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 Table of Contents 

 24. CREDIT RISK AND CONCENTRATIONS
 Financial instruments that subject the Company to credit risk consist principally of receivables and cash and cash equivalents. The Company performs certain credit evaluation procedures and does not require collateral for financial instruments subject to credit risk. The Company believes that credit risk is limited because the Company routinely assesses the financial strength of its counterparties and, based upon factors surrounding the credit risk of its counterparties, establishes an allowance for credit losses and, consequently, believes that its receivables credit risk exposure beyond such allowances is limited.
 ​ 
 25. SEGMENT INFORMATION
 Effective with the consummation of the Business Combination, the Board confirmed Craig Gould as Chief Executive Officer (“CEO”) and David Shane as Chief Financial Officer (“CFO). The Company has concluded that the its Chief Operating Decision Maker (“CODM”) of the group includes the CEO and CFO of the Company. 
 Management of the Company has determined that it has one reportable segment, given the common nature of the Company’s operations, products and services, and regulatory environment. The Company provides a platform of brokerage and investment advisory services to independent financial advisors and advisors at other financial services companies from which the Company derives its revenues and incurs expenses. See Note 4 – Revenue from Contracts with Customers . 
 The CODM regularly reviews net income/(loss) before the provision or benefit for income taxes as presented in the Company’s consolidated statements of operations for purposes of assessing performance and making decisions regarding the allocation of resources. Expenses regularly reviewed by the CODM include those line items reported on the Company’s consolidated statement of operations, the most significant of which includes commissions and fees, employee compensation and benefits and professional fees. See the consolidated statements of operations and Note 3 – Summary of Significant Accounts Policies for additional information about these lines items and the related accounting policies.
 ​ 
 26. SUBSEQUENT EVENTS
 The Company evaluated subsequent events that occurred after the balance sheet date up to March , 2025, the date that the consolidated financial statements were available to be issued.
 ​ 
 ​ 

 F-28
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
Binah Capital Group, Inc. 10-K

Item 9A. Controls and Procedures
