Binah Capital Group, Inc. BCG

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 "Business Combination Agreement" and the consummation of such contemplated transactions, the "Closing"), by and among Kingswood Acquisition Corp, a Delaware corporation ("KWAC"), the Company, Kingswood Merger Sub, Inc., a Delaware corporation ("Kingswood Merger Sub"), Wentworth Merger Sub, LLC, a Delaware limited liability company ("Wentworth Merger Sub"), and Wentworth Management Services LLC, a Delaware limited liability company ("Wentworth"). Pursuant to the Business Combination Agreement, on the Closing Date, Kingswood Merger Sub merged with and into KWAC (the "Kingswood Merger"), with KWAC surviving the Kingswood Merger as a wholly-owned subsidiary of the Company (the "Kingswood Surviving Company"). Simultaneously with the Kingswood Merger, Wentworth Merger Sub merged with and into Wentworth (the "Wentworth Merger"), with Wentworth surviving the Wentworth Merger as a wholly-owned subsidiary of the Company (the "Surviving Company"). Following the Wentworth Merger, Kingswood Surviving Company acquired, and the Company contributed to Kingswood Surviving Company all of the common units of the Surviving Company directly held by the Company after the Wentworth Merger (the "Holdings Contribution"), such that, following the Holdings Contribution, Surviving Company became a wholly-owned subsidiary of the Kingswood Surviving Company (the Kingswood Merger and the Wentworth Merger, together with the other transactions contemplated by the Merger Agreement, the "Business Combination").