Correspondence 0001104659-24-013539 from Binah Capital Group, Inc. (BCG)
Binah Capital Group, Inc.
Date: Feb. 12, 2024 · CIK: 0001953984 · Accession: 0001104659-24-013539
AI Filing Summary & Sentiment
File numbers found in text: 333-269004
Letter
Binah Capital Group, Inc.
17 Battery Place, Room 625
New York, NY 10004
February 9, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Susan Block
John Dana Brown
Michael Henderson
Robert Klein
Re: Binah Capital Group, Inc.
Amendment No. 6 to Registration Statement on Form S-4
Filed February 6, 2024
File No. 333-269004
Ladies and Gentlemen:
This letter is submitted in response to the oral comments (the “Oral Comments”) of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received on February 9, 2024 in respect of Binah Capital Group, Inc.’s (“we”, “our” or “us”) Amendment No. 6 to the Registration Statement on Form S-4, filed with the Commission on February 6, 2024. Concurrently with this response, we are filing Amendment No. 7 to our Registration Statement on Form S-4 (the “Amendment.) Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.
In response to Oral Comments, the Company has made the following revisions to the Registration Statement:
· We have completed the information where blanks appeared throughout the Amendment;
· We have attached the signed legal opinions of Shearman & Sterling LLP as Exhibits 5.1 and 8.1 (which include the consent of Shearman & Sterling LLP referenced in Exhibits 23.3 and 23.4); and
· We have attached the form of proxy card for the special meeting of the stockholders of Kingswood Acquisition Corp. as Exhibit 99.7.
* * *
Thank you for your attention to this matter. We hope that the foregoing responses address the issues raised in the Comment Letter and would be happy to discuss with you any remaining questions or concerns that you may have. Please contact Penny Minna at (410) 580-4228 should you have any questions concerning this letter or require further information.
Very truly yours,
/s/ Michael Nessim
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Binah Capital Group, Inc.
17 Battery Place, Room 625
New York, NY 10004
February 9, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Susan Block
John Dana Brown
Michael Henderson
Robert Klein
Re:
Binah Capital Group, Inc.
Amendment No. 6 to Registration Statement on Form S-4
Filed February 6, 2024
File No. 333-269004
Ladies and Gentlemen:
This letter is submitted in response to the oral comments (the “Oral
Comments”) of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
received on February 9, 2024 in respect of Binah Capital Group, Inc.’s (“we”, “our” or “us”)
Amendment No. 6 to the Registration Statement on Form S-4, filed with the Commission on February 6, 2024. Concurrently with this response,
we are filing Amendment No. 7 to our Registration Statement on Form S-4 (the “Amendment.) Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the Amendment.
In response to Oral Comments,
the Company has made the following revisions to the Registration Statement:
· We have completed the information where blanks appeared throughout the Amendment;
· We have attached the signed legal opinions of Shearman & Sterling LLP as Exhibits 5.1 and 8.1 (which include the consent of Shearman
& Sterling LLP referenced in Exhibits 23.3 and 23.4); and
· We have attached the form of proxy card for the special meeting of the stockholders of Kingswood Acquisition Corp. as Exhibit 99.7.
* * *
Thank you for your attention to this matter. We hope that the foregoing
responses address the issues raised in the Comment Letter and would be happy to discuss with you any remaining questions or concerns that
you may have. Please contact Penny Minna at (410) 580-4228 should you have any questions concerning this letter or require further information.
Very truly yours,
/s/ Michael Nessim
Michael Nessim
Chief Executive Officer
cc:
Penny Minna, Esq.
DLA Piper LLP (US)