Binah Capital Group Inc 2024年度报告

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☐ TABLE OF CONTENTS CAUTIONARY NOTEREGARDING FORWARD LOOKING STATEMENTSiiPARTI1ITEM1.BUSINESS1ITEM1A.RISK FACTORS7ITEM1B.UNRESOLVED STAFF COMMENTS21ITEMIC.CYBERSECURITY21ITEM2.PROPERTIES22ITEM3.LEGAL PROCEEDINGS22ITEM4.MINE SAFETY DISCLOSURES22PARTII23ITEM5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES23ITEM6.[RESERVED]23ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS23ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK37ITEM8.FINANCIALSTATEMENTS AND SUPPLEMENTARY DATA INDEX TOFINANCIAL STATEMENTS38ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE38ITEM9A.CONTROLS AND PROCEDURES38ITEM9B.OTHER INFORMATION38ITEM9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS38PARTIII39ITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE39ITEM11.EXECUTIVE COMPENSATION45ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS49ITEM13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE50ITEM14.PRINCIPAL ACCOUNTANT FEES AND SERVICES53PARTIV54ITEM15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES54ITEM16.FORM10-K SUMMARY55SIGNATURES56 CAUTIONARY NOTEREGARDING FORWARD LOOKING STATEMENTS Certain statements included in this Annual Report on Form10-K (the “Annual Report”) contains statements thatare forward-looking and as such are not historical facts. These forward-looking statements are based on BinahCapital Group,Inc.’s (the “Company”) management’s current expectations, estimates, projections and beliefs, aswell as a number of assumptions concerning future events, and are not guarantees of performance. Suchstatements can be identified by the fact that they do not relate strictly to historical or current facts. When used inthis Annual Report, words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,”“should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or thenegative version of these words or other comparable words or phrases, may identify forward-looking statements,but the absence of these words does not mean that a statement is not forward-looking. The following factorsamong others, could cause actual results and future events to differ materially from those set forth orcontemplated in the forward-looking statements: ·our ability to comply with supervisory and regulatory compliance obligations; ·poor performance of our investment products and services; ·our ability to effectively maintain and enhance our brand and reputation; ·our ability to expand and retain our customer base; ·our future capital requirements and sources and uses of cash; ·our ability to attract and retain key personnel; ·our ability to protect the proprietary information of customers and networks against security breaches andprotect and enforce intellectual property rights; ·our reliance on third parties; ·the risk that an increase in government regulation of the industries and markets in which we operate couldnegatively impact our business; ·the impact of worldwide and regional political, military or economic conditions, including declines inforeign currencies in relation to the value of the U.S. dollar, hyperinflation, devaluation and significant politicalor civil disturbances in international markets; ·the risk that claims, lawsuits and other proceedings that have been, or may be, instituted against WentworthManagement Services LLC or Kingswood Acq