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United States securities and exchange commission logo
February 24, 2023
Michael Nessim
Chief Executive Officer
Binah Capital Group, Inc.
17 Battery Place, Room 625
New York, New York 10004
Re: Binah Capital
Group, Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed February 10,
2023
File No. 333-269004
Dear Michael Nessim:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 19, 2023 letter.
Amendment 1 to the Form S-4 filed February 10, 2023
Selected Historical Financial Information of Wentworth, page 31
1. For the Nine Months
Ended September 30, 2021 and 2022, we note that you have
presented a line item
for income tax benefit; however, it appears that the line item
description should be
identified as income tax expense consistent with your financial
statements on page
F-44. Please revise the description of the line item caption for
consistency.
Risk Factors
The Proposed Holdings Charter will provide, page 58
2. We note your response
to our prior comment 11. Please revise here and at page 101 under
Michael Nessim
Binah Capital Group, Inc.
February 24, 2023
Page 2
"Forum," to clarify that Section 27 of the Exchange Act creates
exclusive federal
jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange
Act or the rules and regulations thereunder.
Non-GAAP Financial Measures, page 94
3. We note your identification of non-recurring expenses and accompanying
footnote 2
description on page 95. Please revise to disclose the discrete items
comprising
the components of the Non-recurring expenses adjustment and further,
explain why they
are non-recurring.
4. We note your response to comment 14 and reissue it in part.
Specifically as it relates to
your presentation of non-GAAP measures on a pro forma basis, it does
not appear that this
presentation of these measures are consistent with the pro forma
requirements of Article
11 of Regulation S-X. As a result, please tell us how you considered
whether your
presentation complies with Question 100.05 of the Non-GAAP Financial
Measures C&DI
updated on December 13, 2022 in regards to this pro forma information.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 121
5. We note your response to comment 15 and reissue the comment. In this
regard, we note
that the WMS amounts for Class A, Class B, Additional Paid-in Capital
and Accumulated
deficit in the historical column do not reconcile do not reconcile to
the statement of equity
on page F-45. Please revise to ensure the amounts reconcile for
consistency and accuracy.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 122
6. We note your response to comment 16. However, we also note that for
the nine months
ended September 30, 2022, WMS recorded a Provision for income taxes of
$8,066.
Please address the following:
Considering that the Company has an income tax expense in the
historical results,
explain why you expect the net operating losses carryforwards will
fully offset the
pro forma taxable income. Provide us with a discussion of any
limitations on your
ability to use the net operating loss carryforwards.
Tell us how your presentation and disclosures are in accordance
with Section 3270 of
the Financial Reporting Manual of the Division of Corporation
Finance. For
example, if unusual effects of tax loss carryforwards or other
aspects of tax
accounting are depicted, an explanation should be provided in a
note to the pro forma
financial statements. Please revise or advise as necessary.
7. We note that the Commissions and Interest and Other income line items
for historical
FirstName LastNameMichael Nessim
WMS for the nine months ended September 30, 2022 do not reconcile to the
amounts
Comapany NameBinah
disclosed Capital
on the face Group,
of the Inc. of Operations on page F-44.
Please tell us why
Statements
they
February 24,do2023
not reconcile
Page 2 or revise accordingly.
FirstName LastName
Michael Nessim
FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
Comapany24,
February NameBinah
2023 Capital Group, Inc.
February
Page 3 24, 2023 Page 3
FirstName LastName
4. Earnings per Share, page 126
8. We note your response to comment 18 and revised disclosure on page 127
stating that the
earnings per share calculation excludes the public and private
placement warrants from
the computation because they would have an antidilutive effect. Please
provide us with
details of your calculation supporting your determination that the
impact would be
antidilutive for the nine months ended September 30, 2022.
Commissions, page 153
9. We note your response to comment 22. In your response, you state that
revenues are
subject to reversal or decline based on market performance. Tell us,
and revise your
disclosures here and in the footnotes to discuss, how you have
determined under ASC 606
that you have included variable consideration in your transaction
price only to the extent
that it is probable that a significant reversal in the amount of
cumulative
revenue recognized will not occur when the uncertainty associated with
the variable
consideration is subsequently resolved. Also, disclose your average
commission fee rates
by product type for the periods your financial statements are
presented.
Commissions and Fees, page 155
10. We note your response to comment 25 as well as your revised disclosure
on page 155,
which indicates that the payout rate can range from 50% to 95%
depending on the level of
production. Please further revise your disclosures to provide to
disaggregate how your
payout rate varies based upon production level and/or any other
relevant factors.
Critical Accounting Policies and Estimates, page 160
11. We note your response to comment 28 and reissue the comment. For
example, your
disclosures around Goodwill and Other Intangible Assets does not
provide a robust
discussion of the critical accounting estimates. Accordingly, please
revise your
disclosures for the following:
Disclose the percentage by which the estimated fair value exceeded
carrying value as
of the date of the most recent impairment test.;
Disclose and discuss the specific critical accounting estimates
used in your fair value
determination;
Address the degree of uncertainty associated with your key
assumptions and disclose
how changes in key assumptions could impact your fair value
determination; and
Describe potential events and/or changes in circumstances that
could reasonably be
expected to negatively affect your key assumptions.
Notes to Consolidated Financial Statements
3. Business Combinations, page F-67
12. We note your response to comment 33 stating the Company's view that
the acquisition of
Michael Nessim
Binah Capital Group, Inc.
February 24, 2023
Page 4
World Equity Group, Inc. ( WEG ) did not constitute an acquisition
that was material to
the Company s financial statements taken as a whole and therefore,
did not provide the
disclosures required by ASC 805-10-50-2(h). Based on the information
provided in your
response and given the significant portion of revenue and earnings
contribution the
acquisition had on the Company's consolidated results, it is unclear
how the Company
determined it to be immaterial. Please revise to provide the
disclosures required by ASC
805-10-50-2(h).
General
13. We note your response to comment 34. Please revise to identify any
material risks related
to warrants retained by redeeming stockholders, in the event that
trading prices rise above
strike prices.
14. We note your response to comment 35. Please confirm that, in the event
that a potential
PIPE investment is anticipated to be made in conjunction with the
closing of the merger,
you will highlight material differences in the terms and price of
securities issued at the
time of the IPO as compared to private placements contemplated at the
time of the
business combination and will disclose if the SPAC's sponsors,
directors, or officers will
participate in the private placement.
You may contact Michael Henderson at 202-551-3364 or Robert Klein at
202-551-3847
if you have questions regarding comments on the financial statements and
related matters.
Please contact Susan Block at 202-551-3210 or John Dana Brown at 202-551-3859
with any
other questions.
FirstName LastNameMichael Nessim Sincerely,
Comapany NameBinah Capital Group, Inc.
Division of
Corporation Finance
February 24, 2023 Page 4 Office of
Finance
FirstName LastName