Binah Capital Group Inc美股招股说明书(2025-09-08版)

Up to 21,840,361 shares of Common Stock(for resale)5,854,240 Warrants to Purchase shares of Common Stock(for resale)Up to 14,442,665 shares of Common Stock Issuable upon Exercise of the Warrants(for issuance) This prospectus relates to the offer and sale from time to time of our common stock, par value $0.0001 per share (the“Common Stock”), by the selling security holders identified in this prospectus (including their transferees, donees,pledgees and other successors-in-interest) (the “Selling Securityholders”) of: (1)up to 21,840,361 shares of CommonStock (the “Total Resale Shares”), including (i)9,703,943 shares of Common Stock which shares were originallyissued to certain Wentworth Equityholders (as defined herein) in connection with the consummation of the BusinessCombination as merger consideration at an equity consideration value of $10.00 per share; (ii)104,000 shares ofCommon Stock, originallyissued as part of units issued to Oppenheimer& Co.Inc. (“OPCO”) in lieu of certain feesin connection with the IPO (as defined below); (iii)up to 2,750,277 shares of Common Stock (the “Founder Shares”)issued in connection with the consummation of the Business Combination, originally issued in a private placement tothe Sponsor at a price of $0.001 per share; (iv)up to 531,651 shares of Common Stock issued in connection with theconversion of certain convertible notes upon the consummation of the Business Combination; (v)up to 2,700,000shares of Common Stock issuable upon the conversion of the SeriesA Convertible Preferred Stock (as defined herein),pursuant to a subscription agreement entered into with certain Selling Security Holders in connection with theBusiness Combination, originally issued at a price of approximately $9.60 per share (the “SeriesA PIPE Shares”);(vi)up to 196,250 shares of Common Stock issuable upon the conversion of the SeriesB Convertible Preferred Stock(as defined herein), pursuant to a subscription agreement entered into with certain Selling Security Holders in a privateplacement, originally issued at a price of $10.00 per share (the “SeriesB PIPE Shares) (vii)up to 5,776,240 shares ofCommon Stock that are issuable by us upon the exercise of the Private Placement Warrants (as defined below)following the public resale of the Private Placement Warrants by the Selling Securityholders; (viii)up to 78,000 sharesof Common Stock that issuable by us upon the exercise of 78,000 OPCO Warrants (as defined below) following thepublic resale of the OPCO Warrants by OPCO; and (2)up to (i)5,776,240 Private Placement Warrants originallyissued to the Sponsor in a private placement at a price of $1.00 per Warrant, currently exercisable at a price of $11.50per share; and (ii)78,000 OPCO Warrants originally issued as part of units to OPCO in lieu of certain fees inconnection with the IPO (as defined below). In addition, this prospectus also relates to the issuance by us of up to 14,442,665 shares of Common Stock consistingof (1)up to 8,588,425 shares of our Common Stock issuable upon the exercise of 8,588,425 public warrants, originallyissued by Kingswood Acquisition Corp. (“KWAC”) as part of its initial public offering (the “IPO”) of units at a priceof $10.00 per unit, such units were comprised of one ClassA common stock of KWAC and three-fourths of oneredeemable warrant, which are currently exercisable at a price of $11.50 per share of our Common Stock (the “PublicWarrants”); (2)up to 5,776,240 shares of our Common Stock issuable upon the exercise of 5,776,240 private warrantsoriginally issued to Kingswood Global Sponsor LLC, a Delaware limited liability company (“Sponsor”), in a privateplacement at a price of $1.00 per warrant consummated concurrently with KWAC’s initial public offering, currentlyexercisable at a price of $11.50 per share (the “Private Placement Warrants”); and (3)up to 78,000 shares of ourCommon Stock issuable upon the exercise of 78,000 warrants, originally issued by KWAC as part of units issued toOPCO in lieu of certain fees in connection with the IPO, which such units were identical to the units issued in the IPO(the “OPCO Warrants, and, together with the Private Placement Warrants and Public Warrants, the “Warrants”). All ofthe Warrants were assumed by us in connection with the Business Combination (as defined below). We will not receive any proceeds from the sale of shares of our Common Stock or Warrants by the SellingSecurityholders pursuant to this prospectus, except with respect to amounts received by us upon exercise of theWarrants to the extent such Warrants are exercised for cash, which amount of aggregate proceeds, assuming theexercise of all Warrants for cash, could be up to approximately $67,323,760. We believe the likelihood that Warrantholders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependentupon the market price of our Common Stock (as defined below). If the market price for our Common Stock is less than$11.50 per