BCGWW

New in FY2025

• Business Overview The Company is a leading platform provider for retail wealth management businesses that owns and operates ten entities, four of which are broker-dealers, three of which are registered investment advisors, and three of which are insurance entities, that have over 1,600 registered individuals working within the financial services industries.
• With a track record of building a platform capable of significant scale along with strategic initiatives to drive its growth via access to public capital, Binah’s features include: ● A national wealth management platform supporting more than 1,600 individuals working within the financial services industries ● Tech-enabled capabilities that allows for seamless integration and provides advisors with end-to-end services enhancing efficiency ● Open architecture that offers access to an array of solutions for advisors and their clients via expanded product offerings and shared services ● A highly attractive financial model that is expected to experience organic growth, highly recurring revenues and expanding margins Each of our independent advisory and brokerage firms provides full support services to its financial advisors, including access to stock, bond, exchange-traded fund (“ ETF ”) and options execution; products such as insurance, mutual funds, alternative investments such as non-traded real estate investment trusts, unit trusts and fixed and variable annuities; and research, compliance, supervision, accounting and related services.
• Corporate Structure Founded in March 2016 as a limited liability company under the Delaware Limited Liability Company Act, BMS, through four wholly-owned registered broker dealer subsidiaries and their affiliated entities, provides investment management services to clients via three advisor business models: Hybrid Business Model: The Purshe Kaplan Sterling Entities PKS Holdings, LLC (“ PKSH ”) is headquartered in Albany, New York with branch offices throughout the United States of America, more than 1,300 registered individuals working within the financial services industries, and includes the following entities (the “ PKSH Entities ”): ● Purshe Kaplan Sterling Investments, Inc.
• (dba, Binah Capital Insurance, “ PKSF ” or “ BCI ”), incorporated in the State of New York, is an insurance entity providing financial services to clients. ● Representatives Indemnity Company, Inc.
• Independent Business Model: the Cabot Lodge Entities and the World Equity Group Cabot Lodge Securities LLC (“ CLS ”) maintains offices and branch offices throughout the United States of America, more than 100 registered advisors, and includes the following entities (the “ Cabot Entities ”): ● CLS, a Delaware limited liability company, is a broker-dealer registered with the SEC and is a member of FINRA and SIPC. ● CL Wealth Management LLC (“ CLWM ”), a Virginia limited liability company, is an investment advisory firm, registered with the SEC and provides advisory services to clients. ● Wentworth Financial Partners LLC ( dba, Binah Financial Partners “ WFP ” or “ BFP ”) (f/k/a CL General Agency), a Delaware limited liability company, is an insurance entity providing financial services to clients.
• Human Capital As of December 31, 2025, the Company’s workforce was comprised of approximately 150 employees and substantially all employees are salaried.
• Effective January 1, 2025, BMS entered into Management Services Agreement’s (“MSA”) with its operating subsidiaries whereby BMS will provide personnel and payroll management services to the Company.
• In accordance with the MSA, expenses related to payroll and benefits are allocated to the operating subsidiaries.
• The allocation of the compensation and benefits is based upon the specific personnel assigned to the operating subsidiaries as well as other personnel providing services to the operating subsidiaries.
• The allocation methodology includes a direct allocation for personnel assigned to the respective operating subsidiaries and additional allocation for certain personnel based upon various factors including job responsibilities and estimated amount of time associated with each operating subsidiary.
• We desire to offer a competitive total compensation offering to our employees that includes not only compensation but benefits and other programs.
• Our compensation is performance based and competitive based upon the geographies in which we operate.
• We strive to provide equality of pay to ensure are compensation programs are fair and equitable across the Company.
• We offer an array of benefits intended to meet the needs of our employees and their eligible dependents.
• We offer comprehensive benefits to all full-time employees and part-time employees working at least 30 hours per week.
• Our health and welfare benefits include, among other things: medical coverage; dental and vision coverage; healthcare and dependent-care flexible spending accounts; Health Savings Accounts; accident and critical illness coverage; life and accidental death and dismemberment insurance; and short-term and long-term disability insurance.
• As a company focused on growth, talent drives the success of the Company.
• We are focused on attracting and retaining our employees.
• To attract a diverse pool of talent, we are in the marketplace and utilize various methods of recruiting to provide for a diverse and dedicated group of employees.
• The Company’s senior executives receive a portion of their total compensation in Company equity and subject to a cap, we match the contribution of all our employees to our retirement savings plan.
• We routinely post important information on our website, www.binahcap.com.
• Copies of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 may also be obtained by stockholders without charge upon written request to: Binah Capital Group Inc., 80 State Street, Albany, NY 12207, ATTN: Investor Relations.
• RISK FACTORS Risk Factor Summary Our business is subject to risks and uncertainties, including those risks and uncertainties discussed at-length below, that could cause our actual results to differ materially from those projected.
• These risks and uncertainties include, but are not limited to, the following: Business and Industry Risks ● Advisors are generally not direct employees, creating supervisory and compliance oversight difficulties in a decentralized operating environment ● Difficult to detect and deter advisor misconduct including unsuitable recommendations, fraud, unauthorized trading, and misuse of confidential information ● Poor performance of recommended products or competitive pricing pressures could lead to client attrition and revenue loss ● As a relatively new market entrant, maintaining brand awareness and reputation is critical; negative publicity could diminish customer confidence ● Business profitability directly affected by securities market performance, trading volumes, geopolitical tensions , and economic downturns ● May require additional capital to support growth; future financing may not be available on acceptable terms and could result in shareholder dilution or restrictive covenants ● Success depends on retaining senior management, technical employees, and highly skilled personnel in a competitive labor market ● Subject to customer complaints, regulatory investigations, and litigation that could result in significant damages, operational changes, and reputational harm Regulatory and Compliance Risks ● Broker-dealer subsidiaries subject to extensive regulation, periodic examinations, and potential sanctions including fines, censure, or suspension ● Subsidiaries must maintain minimum net capital levels; failure could result in activity limitations, suspension, or liquidation ● Reliance on third-party clearing brokers for transaction processing; termination of clearing agreements could disrupt business operations ● Legislative or regulatory changes could reclassify advisors as employees, significantly increasing operating costs ● May be subject to Truth-in-Lending Act and similar laws; non-compliance could result in fines and sanctions ● Changes to tax laws, regulations, or interpretations could materially affect financial condition and operations ● Violations of the Foreign Corrupt Practices Act (“FCPA”), USA PATRIOT Act, and similar laws could result in severe penalties, suspension, or debarment Data Privacy and Cybersecurity Risks ● Security incidents could expose confidential customer information, resulting in regulatory investigations, fines, litigation, and reputational damage ● Subject to CCPA and numerous other data privacy laws; non-compliance could result in fines, penalties, and private litigation ● Website and systems may contain errors, bugs, or vulnerabilities subject to cyber attacks, malware, ransomware, or denial-of-service attacks ● Third parties may scrape or misappropriate data through website scraping, robots, or copycat websites ● System failures, performance issues, or availability problems could harm reputation, impair operations, and result in customer loss ● Regulators may limit expansion, implementation, or require disclosure of proprietary technology to competitors Public Company and Securities Market Risks ● The market price of our common stock and warrants may fluctuate significantly based on operating performance, analyst reports, sales by insiders, market conditions, and other factors ● Our management team has limited experience managing a public company, which could divert attention from day-to-day operations ● The lack of analyst coverage or negative analyst reports could adversely impact stock price and trading volume ● Our status as a public company subjects us to additional laws, regulations, and listing standards, imposing significant costs and diverting management attention ● We are a “smaller reporting company” and we cannot be certain of the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
• Risks Related to Our Business and Industry Several risks are inherent in the independent broker-dealer business model.
• We are currently operating in a period of economic uncertainty and geopolitical instability.
• Our business, financial condition and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from military conflicts or any other geopolitical tensions.
• U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions in multiple regions of the world.
• Recently, international relations between the U.S. and Russia, certain Middle Eastern nations as well as certain other countries, has been strained, and they may continue to deteriorate further.
• Although the length and impact of the ongoing military conflicts are highly unpredictable, the conflicts could lead to market disruptions, including significant volatility in energy and other commodity prices, credit and capital markets, as well as supply chain interruptions.
• Our insurance coverage may be expensive, and losses we incur may exceed the limits of our insurance coverage, or may not be covered at all.
• We are subject to claims in the ordinary course of business.
• These claims may involve substantial amounts of money and involve significant defense costs.
• It is not always possible to prevent or detect activities giving rise to claims, and the precautions we take may not be effective in all cases.
• We maintain voluntary and required insurance coverage, including, among others, general liability, property, director and officer, excess Securities Investor Protection Corporation, business interruption, cyber and data breach, error and omission and fidelity bond insurance.
• We have self-insurance for certain potential liabilities through REPCO, a wholly-owned captive insurance subsidiary.
• While we endeavor to self-insure and purchase coverage that is appropriate based on our assessment of our risk, we are unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages.
• Assessing the probability of a loss occurring and the timing and amount of any loss related to a regulatory matter or a legal proceeding is inherently difficult, and there are particular uncertainties and complexities involved when assessing the adequacy of loss reserves for potential liabilities that are self-insured by our captive insurance subsidiary.
• The availability of coverage depends on the nature of the claim and the adequacy of reserves, which in turn depends in part on historical claims experience, including the actual timing and costs of resolving matters that begin in one policy period and are resolved in a subsequent period.
• Further to the difficulties noted above regarding assessing the probability of a loss occurring and the timing and amount of any loss related to a regulatory matter or a legal proceeding, such assessment requires complex judgments, which may include the procedural status of the matter and any recent developments; prior experience and the experience of others in similar matters; the size and nature of potential exposures; available defenses; the progress of fact discovery; the opinions of counsel and experts; potential opportunities for settlement and the status of any settlement discussions; as well as the potential for insurance coverage and indemnification, if available.

and 15 more.

Gone since FY2024

• Business Overview The Company is a leading consolidator of retail wealth management businesses that owns and operates ten entities, four of which are broker-dealers, three of which are registered investment advisors, and three of which are insurance entities, that have over 1900 registered individuals working within the financial services industries.
• With a track record of building a platform capable of significant scale along with strategic initiatives to drive its growth via access to public capital, Binah’s features include: ● A national wealth management platform supporting more than 1,900 individuals working within the financial services industries ● Tech-enabled capabilities that allows for seamless integration and provides advisors with end-to-end services enhancing efficiency ● Open architecture that offers access to an array of solutions for advisors and their clients via expanded product offerings and shared services ● A highly attractive financial model that is expected to experience organic growth, highly recurring revenues and expanding margins Each of our independent advisory and brokerage firms provides full support services to its financial advisors, including access to stock, bond, exchange-traded fund (“ ETF ”) and options execution; products such as insurance, mutual funds, alternative investments such as non-traded real estate investment trusts, unit trusts and fixed and variable annuities; and research, compliance, supervision, accounting and related services.
• Corporate Structure Founded in March 2016 as a limited liability company under the Delaware Limited Liability Company Act, BMS, through four wholly-owned registered broker dealer subsidiaries and their affiliated entities, provides investment management services to clients via three advisor business models: Hybrid Business Model: The Purshe Kaplan Sterling Entities PKS Holdings, LLC (“ PKSH ”) is headquartered in Albany, New York with branch offices throughout the United States of America, more than 1700 registered individuals working within the financial services industries, and includes the following entities (the “ PKSH Entities ”): ● Purshe Kaplan Sterling Investments, Inc.
• (“ PKSF ”), incorporated in the State of New York, is an insurance entity providing financial services to clients.
• During the year ended December 31, 2024, PKSF began to operate under the dba Binah Capital Insurance. ● Representatives Indemnity Company, Inc.
• Independent Business Model: the Cabot Lodge Entities and the World Equity Group Cabot Lodge Securities LLC (“ CLS ”) maintains offices in New York, New York with branch offices throughout the United States of America, more than 100 registered advisors. and includes the following entities (the “ Cabot Entities ”): ● CLS, a Delaware limited liability company, is a broker-dealer registered with the SEC and is a member of FINRA and SIPC. ● CL Wealth Management LLC (“ CLWM ”), a Virginia limited liability company, is an investment advisory firm, registered with the SEC and provides advisory services to clients. ● 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.
• During the year ended December 31, 2024, WFP began to operate under the dba Binah Financial Partners.
• Human Capital As of December 31, 2024, the Company’s workforce was comprised of approximately 150 employees and substantially all employees are salaried.
• We have never experienced any work stoppages and we believe that our employee relations are positive.
• We are committed to building a diverse and inclusive workforce where ideas and innovation can flourish and where individuals from every community feel a true sense of belonging.
• We are committed to this through how we hire, develop and recognize our talent.
• Our employees are a significant asset, and we aim to create an environment that is equitable, inclusive and representative in which our employees can grow and advance their careers, with the overall goal of developing, expanding and retaining our workforce to support our current and future business goals.
• We value agility, passion and teamwork, and are building a diverse environment where our employees can thrive and one that inspires exceptional contributions and professional and personal development to achieve our goal of being a natural destination for financial advisors and assets in motion as the hybrid broker-dealer of choice.
• We routinely post important information on our website, www.gettyimages.com.
• Copies of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 may also be obtained by stockholders without charge upon written request to: Binah Capital Group Inc., 80 State Street, Albany, NY 12207, ATTN: Investor Relations.
• RISK FACTORS Risk Factor Summary You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before making a decision to invest in our securities.
• This Annual Report also contains forward-looking statements that involve risks and uncertainties.
• Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks described below.
• Such risks include, but are not limited to: Risks Related to Our Business and Industry Several risks are inherent in the independent broker-dealer business model.
• Our business, operations, and financial position may be materially adversely affected by the geopolitical conditions resulting from the invasion of Ukraine by Russia and the Israel-Hamas war, subsequent sanctions against related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our markets we operate.
• U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions, the invasion of Ukraine by Russia in February 2022 and the Israel-Hamas war.
• In response to the invasion of Ukraine by Russia, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.
• Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and Israel during the ongoing military conflicts, increasing geopolitical tensions.
• The invasion of Ukraine by Russia, the Israel-Hamas war and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies.
• Although the length and impact of the ongoing military conflict in Ukraine and Israel is highly unpredictable, the conflicts could lead to market disruptions, including significant volatility in energy and other commodity prices, credit and capital markets, as well as supply chain interruptions.
• Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas war, and subsequent sanctions, could adversely affect the business and operations.
• The extent and duration of the Russian invasion of Ukraine, the Israel-Hamas war, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale.
• Any such disruptions may also have the effect of heightening many of the other risks described elsewhere in this “Risk Factors” section, such as those related to the market for our securities.
• Such changes could also include increases in state taxes and other changes to state tax laws to replenish state and local government finances depleted by costs attributable to the COVID-19 pandemic and the reduction in tax revenues due to the accompanying economic downturn.
• Our Amended and Restated Certificated of Incorporation (the “Charter”) provides that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum, to the fullest extent permitted by law, for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents or our stockholders, (3) any action asserting a claim against us or any director or officer arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”), (4) any action to interpret, apply, enforce or determine the validity of our Charter or bylaws, or (5) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware or federal court located within the State of Delaware if the Court of Chancery does not have jurisdiction, in all cases subject to the court’s having jurisdiction over indispensable parties named as defendants.
• Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” may make the Company’s common stock less attractive to investors.
• The JOBS Act provides that, so long as a company qualifies as an “emerging growth company,” it will, among other things: ● be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting; ● be exempt from the “say on pay” and “say on golden parachute” advisory vote requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “ Dodd-Frank Act ”); ● be exempt from certain disclosure requirements of the Dodd-Frank Act relating to compensation of its executive officers and be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act; and ● be exempt from any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or be required to deliver a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis).
• We currently intend to take advantage of each of the exemptions described above.
• Further, pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies.
• As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.
• It is possible that some investors will find our common stock less attractive as a result, which may result in a less active trading market for our common stock and higher volatility in our stock price.
• We could be an emerging growth company for up to five years following the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, though we may cease to be an emerging growth company earlier if (1) we have more than $1.07 billion in annual gross revenue, (2) we qualify as a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, or (3) we issue, in any three-year period, more than $1.0 billion in non-convertible debt securities held by non-affiliates.
• We cannot predict if investors will find our common stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our common stock The requirements of being a public company, including maintaining adequate internal control over our financial and management systems, may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.
• In addition, we will be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act when we cease to be an emerging growth company.
• We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.