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Binah Capital Group, Inc.

17 Battery Place, Room 625

New York, NY 10004

February 10, 2023

Via Overnight Courier and EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention:
Susan Block and John Dana Brown

 Re: Binah Capital Group, Inc.

Registration Statement on Form S-4

Filed December 23, 2022

File No. 333-269004

Dear Ms. Block and Mr. Brown:

This letter is submitted in response to the comments
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) as
set forth in the Staff’s comment letter dated January 19, 2023 (the “Comment Letter”), in respect of Binah Capital
Group, Inc.’s (“we”, “our” or “us”) Registration Statement on Form S-4,
filed with the Commission on December 23, 2022. Concurrently with this response, we are submitting Amendment No. 1 to our Registration
Statement on Form S-4.

The responses to the Comment Letter are set forth
below, with each paragraph numbered to correspond to the comment number set forth in the Comment Letter. For your convenience, the comments
have been reproduced below, together with our responses.

Registration Statement on Form S-4 filed December
23, 2022

What vote is required to approve the Proposals?,
Page10

 1. Please disclose what percentage of public shareholders need to vote in favor of the business combination for it to be approved.

Response:

We have revised the disclosure in Amendment No.
1 on page 10 to disclose the percentage of votes required as requested by the Staff.

Ms. Block and Mr. Brown

 U.S. Securities and Exchange Commission

February 10, 2023

Page 2

Do any of KWAC’s directors or officers
have interests, page 11

 2. Please quantify in the question and answer section the aggregate dollar amount and describe the nature
of what the sponsor and its affiliates have at risk that depends on the completion of the business combination. Include the current value
of securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement.
Please provide similar disclosure for the company’s officers and directors, if material.

Response:

We have revised the disclosures in Amendment No.
1 on page 12 to disclose KWAC’s director and officer interests as requested by the Staff.

What are the U.S. federal income tax consequences
of the business combination, page 16

 3. We note the disclosure here that the merger is intended to qualify as a tax-deferred exchange. However,
at page 39 in the risk factor, "There may be tax consequences," you say the merger is expected to be tax-free. Please revise
for consistency or advise

Response:

We have revised disclosures in Amendment No.
1 on page 41 to disclose that the merger is intended to qualify as a tax-deferred exchange in response to the Staff’s
comment.

Summary of the Proxy Statement/Prospectus,
page 18

 4. Please include disclosure in the summary showing the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including
minimum, maximum, and interim redemption levels.

Response:

We have revised the disclosure in Amendment No.
1 on pages 13 and 14 to disclose the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders
by including a sensitivity analysis showing a range minimum and maximum redemption scenarios. Due to the fact that only 500,000 KWAC Public
Shares may be redeemed in a maximum redemption scenario we do not believe that providing an interim redemption scenario will provide investors
with additional meaningful information under a sensitivity analysis than the information provided by the two redemption scenarios presented.

Ms. Block and Mr. Brown

 U.S. Securities and Exchange Commission

February 10, 2023

Page 3

Certain Other Benefits in the Business Combination,
page 23

 5. It appears Oppenheimer's underwriting fees remain constant and not adjusted based on redemptions. Please
revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented
in your sensitivity analysis.

Response:

We have added a risk factor on page 38 of Amendment
No. 1 to disclose that Oppenheimer’s underwriting fees are payable at the consummation of the initial business combination and will
not be adjusted to account for redemptions, and to highlight the resulting aggregate IPO proceeds.

 6. We note Oppenheimer performed additional services after the IPO and part of the IPO underwriting fee
was deferred and conditioned on completion of a business combination. Please quantify the aggregate fees payable to Oppenheimer that are
contingent on completion of the merger.

Response:

We have revised disclosures at pages 24 and
96-97 in Amendment No. 1 to disclose the aggregate fees payable on completion of a business combination.

Risk Factors, page 33

 7. Disclose the material risks to unaffiliated investors presented by taking the company public through
a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that
would be subject to liability for any material misstatements or omissions in a registration statement.

Response:

We have supplemented the Risk Factors disclosures
on page 35 of Amendment No. 1 in response to the Staff’s comment to reflect the material risks to unaffiliated investors presented
by taking the Company public through a merger rather than an underwritten offering.

Ms. Block and Mr. Brown

 U.S. Securities and Exchange Commission

February 10, 2023

Page 4

 8. Please highlight the risk that the sponsor will benefit from the completion of a business combination
and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather
than liquidate.

Response:

We have revised disclosures in Amendment No. 1
on pages 36-37 to highlight that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete
an acquisition of a less favorable target company or on the terms less favorable to stockholders than liquidation.

Since KWAC's Sponsor and KWAC's director,
officers and advisors, page 35

 9. We note the disclosure here that at any time prior to the Special Meeting, the Sponsor, KWAC's directors
and officer and advisors, Wentworth and/or its respective affiliates may purchase shares and/or warrants from investors. Please provide
your analysis on how such potential purchases would comply with Rule 14e-5.

Response:

We respectfully clarify that KWAC’s directors,
officer and advisors will not purchase Class A Common Stock or Public Warrants in the open market prior to the KWAC Special Meeting. Although
Rule 14e-5(b) is not applicable to this transaction, any purchases of public shares will be made in compliance with the Exchange Act.

 10. Please also clarify in this risk factor or elsewhere as appropriate if the sponsor and its affiliates
can earn a positive rate of return on their investment, even if other SPAC shareholders experience a negative rate of return in the post-business
combination company.

Response:

We have revised the disclosure in Amendment No.
1 on pages 36-37 to include that the Sponsor can earn a positive rate or return on their investment, even if other SPAC shareholders experience
a negative rate of return in the post-business combination company in response to the Staff’s comment.

Ms. Block and Mr. Brown

 U.S. Securities and Exchange Commission

February 10, 2023

Page 5

The Proposed Holding Charter will provide
that the Court of Chancery, page 56

 11. We note your forum selection provision identifies the Court of Chancery of the State of Delaware as
the exclusive forum for certain litigation, including any "derivative action." We note your disclosure that with respect to
the Exchange Act, only claims brought derivatively under the Exchange Act would be subject to the forum selection clause described above.
In that regard, we note 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. Please similarly revise at page 98 under "Forum."

Response:

In response to the Staff’s comment, we have revised the referenced
disclosures on pages 58 and 101 of Amendment No. 1 to clarify that the Court of Chancery of the State of Delaware, or the federal
district court within the State of Delaware as appropriate if the Court of Chancery does not have jurisdiction, will be the exclusive
forum for substantially all disputes between the Company and our stockholders.

Summary Income Statement and Non-GAAP Measures
(in millions), page 92

 12. In regards to your non-GAAP measures, please address the following:

 · Clearly disclose which are the non-GAAP measures(e.g., Total Revenue, Cost of Revenue, Gross Profit,
Adjusted G&A, Adjusted EBITDA) and provide a discussion of the reasons by management believe the measures are useful to investors;

 · For all of your non-GAAP measures in response to the bullet above, include quantitative reconciliations
for all periods, including for the TTM September 2022 period, to the comparable GAAP measures.

 · Include a description of the gross amounts included in the Non-recurring expenses adjustment; and

 · Include the details of the footnotes to the table you have presented.

Response:

We have revised the disclosure on page 94-95 of Amendment No. 1,
to include reconciliations, descriptions and footnotes as requested by the Staff. We note that the non-GAAP measure included in the calculations
is Adjusted EBITDA, which management believes to be useful to investors as a measure of the financial performance of the Company on a
recurring basis.

Ms. Block and Mr. Brown

 U.S. Securities and Exchange Commission

February 10, 2023

Page 6

 13. In regards to your reconciliation from net earnings to Adjusted EBITDA, we note an adjustment for depreciation
and amortization in the amount of $5.5 million for 2021. Please tell us why this amount does not reconcile to the depreciation and amortization
amount in your pro forma information for 2021 on page 120 or to the financial statements on page F-60.

Response:

We acknowledge the Staff’s comment and
respectfully acknowledge that the proforma information on page 95 of Amendment No. 1 includes World Equity Group, Inc.
(“WEG”), for the entire year ending December 31, 2021, and that the audited financial statements on page F-60 of
Amendment No.1 include WEG only for the period from May to December 31, 2021. Additionally, the audited financial statements on page
F-60 of Amendment No.1 do not include amortization of goodwill in accordance with public company accounting standards, while the
proforma information on page 95 of Amendment No.1 does not include such adjustment as it was originally prepared from the books of
the company prior to public company accounting adjustments.

 14. We note your presentation of "Pro Forma" financial results for the periods presented. Please
tell us whether this represents pro forma information consistent with Article 11 of Regulation S-X. If so, tell us how it reconciles to
the Article 11 Pro Forma information on pages 115-124. In addition, tell us how you considered Question 100.05 of the Non-GAAP Financial
Measures C&DI updated on December 13, 2022.

Response:

We acknowledge the Staff’s comment and respectfully
respond that the proforma financial information on pages 120-122 of Amendment No. 1 is based on historical information of KWAC and WMS
and that the unaudited proforma adjustments are based on information that is currently available and disclosed in the notes to the pro
forma information. We further respond that the proforma information on pages 120-123 of Amendment No.1 is prepared to present the balance
sheet and income statement on a post-closing basis, and the proforma information on page 95 of Amendment No. 1 was used for purposes
of evaluating the target opportunity and therefore does not include information related to KWAC or any adjustments related to the merger
and the closing of the transaction.

Ms. Block and Mr. Brown

 U.S. Securities and Exchange Commission

February 10, 2023

Page 7

Unaudited Pro Forma Condensed Combined Balance
Sheet, page 118

 15. Please tell us why the equity line items in the WMS (Historical) column do not reconcile, individually,
to the September 30, 2022 balances disclosed on page F-45. For example, we note that accumulated deficit and additional paid-in capital
have zero balances in the historical column of the pro forma information.

Response:

We acknowledge the Staff’s comment and respectfully
clarify that the equity line items in the WMS (Historical) column are revised to include the individual line items included in the Statement
of Changes in Members’ Equity included in the Condensed Financial Statements for the period ended September 30, 2022.

Unaudited Pro Forma Condensed Combined Statement
of Operations, page 119

 16. Please tell us why your pro forma financial information does not reflect any income tax adjustments
for either the nine months ended September 30, 2022 or year ended December 31, 2021.

Response:

We note that the pro forma financial information
does not reflect any income tax adjustments for either the nine months ended September 30, 2022 or year ended December 31, 2021, because
the Company has a net operating losses carryforward that fully offset taxable income, resulting in no tax liability for the period. The
net operating losses carryforward as disclosed in the audited financial statements for the year ended December 31, 2021 is approximately
$5.9 million.

 17. We note that the interest, depreciation and amortization line items for historical WMS for the year
ended December 31, 2021 do not reconcile to the amounts disclosed on the face of the financial statements on page F-60. Please tell us
why they do not reconcile or revise accordingly.

Response:

We acknowledge that Staff’s comment and
have revised the appropriate disclosures to reconcile to the amounts disclosed on the face of the financial statements on page F-60 in
response to the Staff’s comment.

Ms. Block and Mr. Brown

 U.S. Securities and Exchange Commission

February 10, 2023

Page 8

4. Earnings Per Share, page 123

 18. Please tell us and revise to disclose how you have considered the potential dilutive impact of warrants,
or other potential outstanding securities if applicable, on your pro forma net income per share attributable to common stockholders.

Response:

We acknowledge the Staff’s comment and have
added a footnote disclosure to the earnings per share table on page 127 of Amendment No. 1 to clarify the potential dilutive impact
of warrants, or other potential outstanding securities as applicable, on the Company’s pro forma net income per share attributable
to common stockholders.

Redemption of Rights for Holders of Public
Shares, page 127

 19. We note the sponsor, officers and directors have entered into a letter agreement to waive their redemption
rights with respect to the Founder Shares and any Public Shares they may acquire after the IPO in connection with the completion of the
initial business combination. Please describe any consideration provided in exchange for this agreement. If any consideration was provided
in exchange for the agreement, please also disclose this under the question and answer section.

Response:

We have revised the disclosure under the question and answer section
on page 17 of Amendment No. 1 to describe that no additional consideration was provided to the Sponsor, officers or directors in exchange
for their waive