SecProbe.io

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 Binah Capital Group, Inc.

 80 State Street

 Albany, NY 12207

 (212) 404-7002

 April 4, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 100 F Street, NE

 Washington, DC 20549

 Attention: Robert Arzonetti

 Re:

 Binah Capital Group, Inc.
 Registration Statement on Form S-1, as amended
 Filed February 14, 2025
 File No. 333-284996
 Acceleration Request

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, Binah Capital Group, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated
so that such Registration Statement will become effective at 4:30 p.m., Eastern Time, on Tuesday, April 8, 2025, or as soon thereafter
as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Division
of Corporation Finance of the Securities and Exchange Commission. The Registrant hereby authorizes Penny J. Minna of DLA Piper LLP (US),
counsel for the Registrant, to make such request on the Registrant's behalf.

 Please notify Penny J. Minna, counsel to the Registrant, at (410) 580-4228,
as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/ Craig Gould

 Name: Craig Gould
 Title: Chief Executive Officer

February 24, 2025
Craig Gould
Chief Executive Officer
Binah Capital Group, Inc.
80 State Street
Albany, NY 12207
Re:Binah Capital Group, Inc.
Registration Statement on Form S-1
Filed February 14, 2025
File No. 333-284996
Dear Craig Gould:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Penny J. Minna

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Binah Capital Group, Inc.

17 Battery Place,
Room 625

New York, New York
10004

February 13, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Susan Block

    John Dana Brown

    Michael Henderson

    Robert Klein

    Re:
    Binah Capital Group, Inc.

Registration Statement on Form S-4

    File No. 333-269004

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Binah Capital Group, Inc. (the “Company”) hereby requests acceleration
of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on February 14, 2024, or as soon
thereafter as practicable, or at such other time as the Company, or their outside counsel, DLA Piper LLP (US), requests by telephone that
such Registration Statement be declared effective.

Please contact Penny Minna
of DLA Piper LLP (US) at (410) 580-4228 as soon as the Registration Statement has been declared effective, or if you have any other questions
or concerns regarding this matter.

    Sincerely,

    BINAH CAPITAL GROUP, INC. 

    /s/ Michael
    Nessim

    Name: Michael Nessim

    Title: Chief Executive Officer

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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)

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Binah Capital Group, Inc.

17 Battery Place, Room 625

New York, NY 10004

February 6, 2024

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

  John Dana Brown

  Michael Henderson

  Robert Klein

Re: Binah
                                            Capital Group, Inc.

  Amendment No. 5 to Registration Statement
on Form S-4

  Filed January 12, 2024

  File No. 333-269004

Ladies and Gentlemen:

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 February 2, 2024 (the “Comment Letter”), in respect of Binah Capital Group, Inc.’s
(“we”, “our” or “us”) Amendment No. 5 to the Registration Statement on Form S-4,
filed with the Commission on January 12, 2024. Concurrently with this response, we are filing Amendment No. 6 to our Registration
Statement on Form S-4 (the “Amendment”).

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.

Unless otherwise indicated, capitalized terms used herein have the
meanings assigned to them in the Amendment.

Amendment No. 5 to the Form S-4 filed January 12,
2024

Wentworth Executive Compensation, page 189

 1. Please update to include compensation for the most recent completed fiscal year as well. Refer to Item 402 of Regulation S-K.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on page 190 of the Amendment.

Certain United States Federal Income Tax, page 218

 2. We note the draft opinion filed
                                            as exhibit 8.1. Both the prospectus and the exhibit appear to refer to the tax discussion
                                            as a summary. Please revise to have both the exhibit 8 shortform opinion and the tax disclosure
                                            in the prospectus clearly state that the tax consequences section of the prospectus is the
                                            opinion of named counsel and clearly identify the opinion being rendered. Refer to Staff
                                            Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings, available
                                            on our website.

Response:

We acknowledge the Staff’s comment and respectfully refer the
Staff to paragraph 3 of our tax opinion which expressly states that the disclosure constitutes our tax opinion. We have updated the tax
consequences section of the prospectus to clarify the statements of law and legal conclusions set forth in the disclosure represent the
opinion of Shearman & Sterling LLP.

* * *

Pursuant to the Staff’s request, we hereby acknowledge that:

 ● we are responsible for the adequacy and accuracy of the disclosure in our filings with the Commission;

 ● Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with
respect to our filings with the Commission; and

 ● we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

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)

United States securities and exchange commission logo
February 2, 2024
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. 5 to Registration Statement on Form S-4
Filed January 12, 2024
File No. 333-269004
Dear Michael Nessim:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 13, 2023 letter.
Amendment No. 5 to Form S-4 filed January 12, 2024
Wentworth Executive Compensation, page 189
1.Please update to include compensation for the most recent completed fiscal year as well.
Refer to Item 402 of Regulation S-K.
Certain United States Federal Income Tax, page 218
2.We note the draft opinion filed as exhibit 8.1. Both the prospectus and the exhibit appear
to refer to the tax discussion as a summary. Please revise to have both the exhibit 8 short-
form opinion and the tax disclosure in the prospectus clearly state that the tax
consequences section of the prospectus is the opinion of named counsel and clearly
identify the opinion being rendered. Refer to Staff Legal Bulletin No. 19, Legality and
Tax Opinions in Registered Offerings, available on our website.

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 February 2, 2024 Page 2
 FirstName LastName
Michael Nessim
Binah Capital Group, Inc.
February 2, 2024
Page 2
            Please 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.
Sincerely,
Division of Corporation Finance
Office of Finance

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Binah Capital Group, Inc.

17 Battery Place, Room 625

New York, NY 10004

January 12, 2024

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

John Dana Brown

Michael Henderson

Robert Klein

 Re: Binah Capital Group, Inc.

Amendment No. 4 to Registration Statement on
Form S-4

Filed October 26, 2023

File No. 333-269004

Ladies and Gentlemen:

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 November 13, 2023 (the “Comment Letter”), in respect of Binah Capital Group, Inc.’s (“we”,
 “our” or “us”) Amendment No. 4 to the Registration Statement on Form S-4, filed with the Commission on
October 26, 2023. Concurrently with this response, we are filing Amendment No. 5 to our Registration Statement on Form S-4 (the “Amendment”).

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.

Unless otherwise indicated, capitalized terms used herein have the
meanings assigned to them in the Amendment.

Amendment 4 to the Form S-4 filed October 26, 2023

General

 1. We note your response to our prior comment 13. Please confirm you will fill in the name of the “Pipe Investor” prior
to effectiveness of the registration statement or advise.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on the cover page, letter to the stockholders and page  24 and 90 of the Amendment.

Signatures, page II-9

 2. We note your response to our prior comment 12 and reissue the comment in part. Please note that the registration statement should
also be signed by its principal financial officer, its controller or principal accounting officer, and by at least a majority of the board
of directors or persons performing similar functions. Refer to Instructions to Signatures on Form S-4. If a person is signing in more
than one capacity, please indicate each capacity in which he is signing.

Response:

We acknowledge the Staff’s comment and have revised the signature
page of the Amendment.

* * *

Pursuant to the Staff’s request, we hereby acknowledge that:

 · we are responsible for the adequacy and accuracy of the disclosure in our filings with the Commission;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with
respect to our filings with the Commission; and

 · we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

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)

United States securities and exchange commission logo
November 13, 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. 4 to Registration Statement on Form S-4
Filed October 26, 2023
File No. 333-269004
Dear Michael Nessim:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 18, 2023 letter.
Amendment No. 4 to Form S- 4 filed October 26, 2023
General
1.We note your response to our prior comment 13.  Please confirm you will fill in the name
of the "Pipe Investor" prior to effectiveness of the registration statement or advise.
Signatures, page II-9
2.We note your response to our prior comment 12 and reissue the comment in part.  Please
note that the registration statement should also be signed by its principal financial officer,
its controller or principal accounting officer, and by at least a majority of the board of
directors or persons performing similar functions.  Refer to Instructions to Signatures on
Form S-4.   If a person is signing in more than one capacity, please indicate each capacity
in which he is signing.

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 November 13, 2023 Page 2
 FirstName LastName
Michael Nessim
Binah Capital Group, Inc.
November 13, 2023
Page 2
            Please 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.
Sincerely,
Division of Corporation Finance
Office of Finance

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Binah Capital Group, Inc.

17 Battery Place, Room 625

New York, NY 10004

October 26, 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

John Dana Brown

Michael Henderson

Robert Klein

Re:          Binah Capital Group, Inc.

Amendment No. 3 to Registration Statement on
Form S-4

Filed September 22, 2023

File No. 333-269004

Ladies and Gentlemen:

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 October 18, 2023 (the “Comment Letter”), in respect of Binah Capital Group, Inc.’s (“we”,
 “our” or “us”) Amendment No. 3 to the Registration Statement on Form S-4, filed with the Commission on
September 22, 2023. Concurrently with this response, we are submitting Amendment No. 4 to our Registration Statement on Form S-4 (the
 “Amendment”).

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.

Unless otherwise indicated, capitalized terms used herein have the
meanings assigned to them in the Amendment.

Amendment 3 to the Form S-4 filed September 22, 2023

Summary of the Proxy Statement/Prospectus

Wentworth Management Services LLC, page 22

 1. We note your changed disclosure on the cover page clarifying that Wentworth owns ten entities, four of which are broker-dealers.
Please similarly revise your disclosure here and elsewhere, as applicable.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on pages 21, 125, and 157 of the Amendment.

Non-GAAP Financial Measures, page 97

 2. We note your response to comment 3 and revised disclosures on pages 98-99 removing the term "pro forma" from your non-GAAP
measure descriptions. However, we also note your prior response to comment 4 to our comment letter dated February 24, 2023, in which you
state that the non-GAAP measures are presented as if the World Equity Group, Inc. (“WEG”) acquisition, which closed in May
2021 had occurred on January 1, 2019.

Accordingly, it is unclear how this
presentation and amounts prepared, on a pro forma basis, comply with the Non-GAAP Financial Measures Compliance & Disclosure Interpretations
(“Non-GAAP Financial Measure C&DI”). Please consider revising your presentation of non-GAAP financial measures such that
you do not present the information and amounts as if the WEG acquisition had occurred on January 1, 2019, or tell us why you believe this
presentation is appropriate.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on pages 98-99 of the Amendment.

 3. We note your response to comment 4. In addition to the above comment, please revise your disclosures to ensure that the items presented
in table on page 98 agree to related line items provide in your financial statements. In this regard we note that Total Revenue and Cost
of Revenue on page 98 for 2021 do not agree to the amount in the audited Consolidated Statements of Operations on page F-63. Please revise
your disclosures to ensure your presentation for these line items (e.g., Revenues, Cost of Revenues, etc.) starts with and includes a
reconciliation to the nearest GAAP measures in the Company's financial statements. Refer to Question 102.10(b) of the Non-GAAP Financial
Measures C&DI.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on pages 99 of the Amendment.

 4. We note your response to comment 5 and revised disclosure in footnote 3 on page 99 that the column for Post Close Year Ended December
31, 2022 includes estimated public company costs that will burden the Company. Given that these appear to be hypothetical and estimated
future public company costs that have not yet been incurred in the historical financial statements, it is unclear how this presentation
complies with the Non-GAAP Financial Measure C&DI. Please consider revising to remove this presentation, or tell us why you believe
this presentation complies with the non-GAAP C&DI.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on pages 99-100 of the Amendment.

 5. Please tell us your consideration, or consider revising, to include your non-GAAP financial measures and information for the six
months ended June 30, 2023 and 2022.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on page 99 of the Amendment.

Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Statement of Operations
for the Year Ended

December 31, 2022, page 130

 6. We note your response to comment 9 as well as your revised disclosure on page 133 stating that the underlying effective tax rate
of the combined group for the year ended December 31, 2022, and the period ended June 30, 2023 would have been 0.0%. Considering that
the Company is presenting a positive income before income tax for the year ended December 31, 2022, please tell us and revise your disclosure
to explain why you have determined that the effective tax rate for the year ended December 31, 2022 would have been 0.0%.Response:

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on page 134 of the Amendment.

Management's Discussion and Analysis of Financial Condition and
Results of Operations of

Wentworth Results of Operations

Commissions, page 164

 7. We note your response to comment 11 and reissue the comment. Please tell us and revise your disclosures to more clearly describe
the contractual arrangement terms of the trailing commission revenues, and a more fulsome explanation as to how your accounting policy
addresses those contractual terms and complies with ASC 606 citing the specific authoritative literature. In addition, please revise to
disclose your average commission fee rates by product type, for both sales-based and trailing, for the periods your financial statements
are presented, or tell us where you have included this disclosure.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on pages 165 - 166 of the Amendment. We respectfully refer the Staff to Note 3 — Revenues From Contracts with Customers within the notes to the unaudited consolidated financial statements for the six
months ended June 30, 2023, and 2022 for further details regarding our commission revenue by product category and Note 4 — Revenue
From Contracts with Customers within the notes to the audited financial statements for the year ended December 31, 2022 as referenced
on page 165 of the Amendment.

 8. We note that total commissions revenue for the years ended December 31, 2022 and 2021 on page 165 do not agree with the amounts
for these periods as disclosed on page 163 and page F-63, as it appears these amounts also include your advisory fee revenues. Please
revise your disclosure accordingly.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on page 166 of the Amendment.

 9. We note your response to comment 13 and reissue the comment in part. Please quantify the amount of trail eligible assets at the
end of each reporting period. If these assets are included in or are classified as brokerage assets, please revise your disclosures to
clarify and further, quantify which amounts of the brokerage assets relate to sales-based vs. trailing commissions. In addition, revise
to include a discussion of changes in the balance of the trail eligible assets and brokerage assets from period to period and for each
of the periods presented in the filing. For example, quantify the impact and explain the change due to inflows, outflows, market appreciation
(depreciation), business combination and other material items.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on pages 166-167 of the Amendment.

Advisory Fees, page 165

 10. Please revise to disclose the advisory assets at December 31, 2022 and December 31, 2021. In addition, revise to include a discussion
of the movements changes in your advisory assets from period to period and for each of the periods presented in the filing. For example,
quantify the impact of the change due to inflows, outflows, market appreciation (depreciation), business combination and other material
items.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on page 167 of the Amendment.

Notes to the Consolidated Financial Statements

3. Business Combinations, page F-70

 11. We note your response to comment 18 stating that the supplemental pro forma disclosure on pages F-70 and F-71 of the Amendment
includes WEG revenue only. However, we note that this appears to be inconsistent with the paragraph preceding the table on page F-71,
which states that the information represents revenue and earnings of the combined entity had the acquisition date been January 1, 2021,
as well as the requirements in ASC 805-10-50-2(h)(3) which require disclosure of the revenue and earnings of the combined entity. Please
consider revising your presentation to present supplemental pro forma information of the combined entity rather than WEG only.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on page F-71 of the Amendment.

Signatures, page II-9

 12. Please provide the second signature block as required by Form S-4.

Response:

We acknowledge the Staff’s comment and have added the second
signature block as required by Form S-4.

General

 13. We note the disclosure on the cover page regarding the potential purchase of up to 1,500,000 shares of Series A Convertible Preferred
Stock, which under certain conditions will be convertible into shares of Holdings Common Stock, in a private placement in connection with
the closing of the Business Combination. Please highlight material differences between the terms and prices of securities issued at the
time of the IPO as compared to private placements at the time of the business combination. Disclose if the SPAC's sponsors, directors,
or officers will participate in the private placement. Please also refer to our prior comment 14 in our letter to you dated February 24,
2023.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on the cover page and pages 26, 41and 101 of the Amendment.

* * *

Pursuant to the Staff’s request, we hereby acknowledge that:

 · we are responsible for the adequacy and accuracy of the disclosure in our filings with the Commission;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with
respect to our filings with the Commission; and

 · we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

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)

United States securities and exchange commission logo
October 18, 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. 3 to Registration Statement on Form S-4
Filed September 22, 2023
File No. 333-269004
Dear Michael Nessim:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 31, 2023 letter.
Amendment #3 to the Form S-4 Filed September 22, 2023
Summary of the Proxy Statement / Prospectus
Wentworth Management Services LLC, page 22
1.We note your changed disclosure on the cover page clarifying that Wentworth owns ten
entities, four of which are broker-dealers.  Please similarly revise your disclosure here and
elsewhere, as applicable.
Non-GAAP Financial Measures, page 97
2.We note your response to comment 3 and revised disclosures on pages 98-99 removing
the term "pro forma" from your non-GAAP measure descriptions.  However, we also note
your prior response to comment 4 to our comment letter dated February 24, 2023, in
which you state that the non-GAAP measures are presented as if the World Equity Group,
Inc. ("WEG") acquisition, which closed in May 2021 had occurred on January 1, 2019.

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 October 18, 2023 Page 2
 FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
October 18, 2023
Page 2
Accordingly, it is unclear how this presentation and amounts prepared, on a pro forma
basis, comply with the Non-GAAP Financial Measures Compliance & Disclosure
Interpretations ("Non-GAAP Financial Measure C&DI").  Please consider revising your
presentation of non-GAAP financial measures such that you do not present the
information and amounts as if the WEG acquisition had occurred on January 1, 2019, or
tell us why you believe this presentation is appropriate.
3.We note your response to comment 4.  In addition to the above comment, please revise
your disclosures to ensure that the items presented in table on page 98 agree to related line
items provide in your financial statements.  In this regard we note that Total Revenue and
Cost of Revenue on page 98 for 2021 do not agree to the amount in the audited
Consolidated Statements of Operations on page F-63.  Please revise your disclosures to
ensure your presentation for these line items (e.g., Revenues, Cost of Revenues, etc.) starts
with and includes a reconciliation to the nearest GAAP measures in the Company's
financial statements.  Refer to Question 102.10(b) of the Non-GAAP Financial Measures
C&DI.
4.We note your response to comment 5 and revised disclosure in footnote 3 on page 99 that
the column for Post Close Year Ended December 31, 2022 includes estimated public
company costs that will burden the Company.  Given that these appear to be hypothetical
and estimated future public company costs that have not yet been incurred in the historical
financial statements, it is unclear how this presentation complies with the Non-GAAP
Financial Measure C&DI.  Please consider revising to remove this presentation, or tell us
why you believe this presentation complies with the non-GAAP C&DI.
5.Please tell us your consideration, or consider revising, to include your non-GAAP
financial measures and information for the six months ended June 30, 2023 and 2022.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended
December 31, 2022, page 130
6.We note your response to comment 9 as well as your revised disclosure on page 133
stating that the underlying effective tax rate of the combined group for the year ended
December 31, 2022, and the period ended June 30, 2023 would have been 0.0%.
Considering that the Company is presenting a positive income before income tax for the
year ended December 31, 2022, please tell us and revise your disclosure to explain why
you have determined that the effective tax rate for the year ended December 31, 2022
would have been 0.0%.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Wentworth Results of Operations
Commissions, page 164
7.We note your response to comment 11 and reissue the comment.  Please tell us and revise

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 October 18, 2023 Page 3
 FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
October 18, 2023
Page 3
your disclosures to more clearly describe the contractual arrangement terms of the trailing
commission revenues, and a more fulsome explanation as to how your accounting policy
addresses those contractual terms and complies with ASC 606 citing the specific
authoritative literature.  In addition, please revise to disclose your average commission fee
rates by product type, for both sales-based and trailing, for the periods your financial
statements are presented, or tell us where you have included this disclosure.
8.We note that total commissions revenue for the years ended December 31, 2022 and 2021
on page 165 do not agree with the amounts for these periods as disclosed on page 163 and
page F-63, as it appears these amounts also include your advisory fee revenues.  Please
revise your disclosure accordingly.
9.We note your response to comment 13 and reissue the comment in part.  Please quantify
the amount of trail eligible assets at the end of each reporting period.  If these assets are
included in or are classified as brokerage assets, please revise your disclosures to clarify
and further, quantify which amounts of the brokerage assets relate to sales-based vs.
trailing commissions.  In addition, revise to include a discussion of changes in the balance
of the trail eligible assets and brokerage assets from period to period and for each of the
periods presented in the filing.  For example, quantify the impact and explain the change
due to inflows, outflows, market appreciation (depreciation), business combination and
other material items.
Advisory Fees, page 165
10.Please revise to disclose the advisory assets at December 31, 2022 and December 31,
2021.  In addition, revise to include a discussion of the movements changes in your
advisory assets from period to period and for each of the periods presented in the filing.
For example, quantify the impact of the change due to inflows, outflows, market
appreciation (depreciation), business combination and other material items.
Notes to the Consolidated Financial Statements
3. Business Combinations, page F-70
11.We note your response to comment 18 stating that the supplemental pro forma disclosure
on pages F-70 and F-71 of the Amendment includes WEG revenue only.  However, we
note that this appears to be inconsistent with the paragraph preceding the table on page F-
71, which states that the information represents revenue and earnings of the combined
entity had the acquisition date been January 1, 2021, as well as the requirements in ASC
805-10-50-2(h)(3) which require disclosure of the revenue and earnings of the combined
entity.  Please consider revising your presentation to present supplemental pro forma
information of the combined entity rather than WEG only.
Signatures, page II-9
12.Please provide the second signature block as required by Form S-4.

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 October 18, 2023 Page 4
 FirstName LastName
Michael Nessim
Binah Capital Group, Inc.
October 18, 2023
Page 4
General
13.We note the disclosure on the cover page regarding the potential purchase of up to
1,500,000 shares of Series A Convertible Preferred Stock, which under certain conditions
will be convertible into shares of Holdings Common Stock, in a private placement in
connection with the closing of the Business Combination.  Please highlight material
differences between the terms and prices of securities issued at the time of the IPO as
compared to private placements at the time of the business combination.  Disclose if the
SPAC's sponsors, directors, or officers will participate in the private placement.  Please
also refer to our prior comment 14 in our letter to you dated February 24, 2023.
            Please 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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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filename1.htm

Binah Capital Group, Inc.

17 Battery Place, Room 625

New York, NY 10004

September 22, 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.

  Amendment No. 2 to Registration Statement on Form S-4

  Filed May 15, 2023

  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 May 31, 2023 (the “Comment Letter”), in respect of Binah Capital
Group, Inc.’s (“we”, “our” or “us”) Amendment No. 2 to the Registration
Statement on Form S-4, filed with the Commission on May 15, 2023. Concurrently with this response, we are submitting Amendment
No. 3 to our Registration Statement on Form S-4 (the “Amendment”).

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.

Unless otherwise indicated, capitalized terms
used herein have the meanings assigned to them in the Amendment.

Amendment 2 to the Form S-4 filed May 15,
2023

Selected Historical Financial Information
of Wentworth, page 31

 1. The items total assets and debt obligations, net appear to contain typos and do not agree to the Consolidated
Statements of Financial Condition on page F-25. Please revise the amounts accordingly.

Response:

We acknowledge the Staff’s comment and have
revised the disclosure on page 33 of the Amendment.

Ms. Block and Mr. Brown

U.S. Securities and Exchange Commission

September 22, 2023

Page 2

Non-GAAP Financial Measures, page 94

 2. We note your response to comment 3 and revised disclosure within footnote (2) on page 95.
Please revise your disclosures to quantify the amounts relating to the items that comprise the non-recurring expenses (e.g., business
combination professional fees, severance payments, and one-time infrastructure costs) adjustment.

Response:

We acknowledge the Staff’s comment and have
revised the disclosure on pages 98-99 of the Amendment.

 3. We note your response to comment 4 and revised disclosure removing the reference to the term 'pro forma'
in certain places. However, we also note that the non-GAAP measures continue to include adjustments on a pro forma basis as if the World
Equity Group, Inc. acquisition had occurred on January 1, 2019, and further, that you continue to refer to some of the measures
as pro forma. We also note from your response that this pro forma presentation is not in accordance with Article 11 of Regulation
S-X, and therefore, it appears that these measures are inconsistent with Question 100.05 of the Non-GAAP Financial Measures C&DI.
Please revise your filing accordingly.

Response:

We acknowledge the Staff’s comment and have
revised the disclosure to remove the references to pro forma on page 98 of the Amendment.

 4. We note the presentation of several non-GAAP measures (e.g. Total Revenue, Cost of Revenue, Gross Profit,
Adjusted G&A and Net Earnings) for the years ended December 31, 2019, 2020, 2021 and 2022. It does not appear that you include
a reconciliation of these non-GAAP measures to the most directly comparable U.S. GAAP measure. Please revise your disclosures to clearly
define each of these non-GAAP measures, how they are used and include full reconciliation to the most directly comparable U.S. GAAP measure
for each.

Response:

We acknowledge the Staff’s comment and have
revised the disclosure on pages 98-99 of the Amendment.

Ms. Block and Mr. Brown

U.S. Securities and Exchange Commission

September 22, 2023

Page 3

 5. We note that you present separate columns with non-GAAP measures for the year ended December 31,
2022 and post close year ended December 31, 2022. Please explain what these columns represent, why they are presented, how they are
used and include a reconciliation to U.S. GAAP financial information.

Response:

We acknowledge the Staff’s comment and have
revised the disclosure on pages 98-99 of the Amendment.

Reasons for the NTA Amendments, page 108

 6. We note your disclosure that you are presenting
the NTA Proposal for removing limitations related to KWAC's net tangible assets "[b]ecause the KWAC Common Stock will be exchanged
for Holdings Common Stock in connection with the consummation of the Business Combination and Holdings Common Stock would not be deemed
to be a 'penny stock' pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act." Please provide disclosure
explaining the factual and legal basis as to why Holdings Common Stock would not be deemed to be a penny stock pursuant to "other
applicable provisions of Rule 3a51-1." Please revise here and elsewhere as appropriate to clearly discuss the impact that the
trust falling below $5,000,001 would have upon your or Holdings' exchange listing and discuss the consideration given to this possibility
in your determination that this provision is no longer needed to avoid the definition of penny stock. Please provide clear disclosure
that, if true, removal of this provision could result in your or Holdings' securities falling within the definition of penny stock and
clearly discuss the risk to you, Holdings, and investors if your securities were to fall within the definition of penny stock.

Response:

We acknowledge the Staff’s comment and have
revised the disclosure on pages 12, 29, 43, and 110-113 of the Amendment.

Ms. Block and Mr. Brown

U.S. Securities and Exchange Commission

September 22, 2023

Page 4

Unaudited Pro Forma Condensed Combined
Financial Information Description of the Business Combination, page 122

 7. We note your disclosure of the total consideration indicates that the closing WMS indebtedness is $47.2
million. Please clarify where this indebtedness is presented and how it reconciles to the pro forma condensed combined balance sheet.

Response:

We acknowledge the Staff’s comment and have
revised the disclosure on page 126 of the Amendment.

Unaudited Pro Forma Condensed Combined Balance
Sheet, page 123

 8. We note your presentation on the face of the balance sheet for an adjustment K in the column for transaction
accounting adjustments (assuming maximum redemptions); however, there does not appear to be a corresponding footnote K explaining the
adjustment. Please revise your disclosures to clarify.

Response:

We acknowledge the Staff’s comment and have
revised the disclosure on pages 127-128 of the Amendment to explain the adjustment.

Ms. Block and Mr. Brown

U.S. Securities and Exchange Commission

September 22, 2023

Page 5

Unaudited Pro Forma Condensed Combined Statement
of Operations, page 124

 9. We note your response to comment 6 and reissue the comment. Please revise to present a pro forma adjustment,
and accompanying footnote disclosure, calculating the tax expense / (benefit) relating to the transaction accounting adjustments. If there
is no tax effect due to unusual effects of loss carryforwards or other aspects of tax accounting, an explanation should be provided in
a note to the pro forma financial statements. Refer to Rule 1102(b)(5) of Regulation S-X.

Response:

We acknowledge the Staff’s comment and have
revised the disclosure on page 133 of the Amendment.

Management's Discussion and Analysis of
Financial Condition and Results of Operations of Wentworth Results of Operations, page 154

 10. The amounts presented for interest and other income and total revenues, for the year ended December 31,
2022, do not agree with the amounts included in the audit Consolidated Statement of Operations on page F-26. Please revise your disclosures
accordingly.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on page 162 of the Amendment.

Ms. Block and Mr. Brown

U.S. Securities and Exchange Commission

September 22, 2023

Page 6

Commissions, page 155

 11. We note your response to comment 9. Please address the following:

 · Provide us with a more fulsome accounting
analysis supporting your accounting policy, recognition, measurement and treatment for your trailing commission revenues. In this regard,
explain how the amounts of revenue are calculated, how frequently, over which service period and how you determine the service period
for recognition. Cite the specific authoritative accounting literature considered and applied in your response.

 · In addition to the above, explain how revenue
is calculated and/or re-calculated during quarters when there has been a significant decline in market value of the trail eligible assets.

 · Disclose your average commission fee rates
by product type, for both sales-based and trailing, for the periods your financial statements are presented.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on page 164 of the Amendment to address the Staff’s comments. We respectfully advise the Staff that we follow the guidance
of ASC 606, Revenue from Contract With Customers for our trailing commission revenue.

 12. We note you present a table on page 156 disclosing the total commission revenue, disaggregating
between sales-based and trailing, for the years ended December 31, 2022, and 2021. We also note that this amount does not reconcile
to the total commissions revenue, as disclosed on pages 154 and F-26, and appears to include advisory revenue. Please revise your
disclosures to clarify this inconsistency accordingly.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on page 164 of the Amendment.

 13. We note your disclosure that the decrease in trailing commission revenue for the year ended December 31,
2022 compared to 2021 was primarily due to volatility driven declines in trail eligible asset. Please revise to define the term "trail
eligible asset" and quantify the amount of trail eligible assets at the end of each reporting period. In addition, revise to include
discussion and quantification in the balance of the trail eligible assets from period to period. For example, quantify the impact of the
change due to inflows, outflows, market appreciation (depreciation), business combination and other material items.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on pages 164-165 of the Amendment.

Ms. Block and Mr. Brown

U.S. Securities and Exchange Commission

September 22, 2023

Page 7

Commissions and Fees, page 156

 14. We note your response to comment 10. Please revise your disclosures to provide more granular details
regarding the correlation production levels, what the term production levels means and the related payout rates. In addition, revise to
include a discussion of the changes in the commissions and fees expense amounts between the periods presented. For example, we note that
commissions and fees expenses increased to $145.7 million for the year ended December 31, 2022 compared to $139.0 million for the
year ended December 31, 2021, while the commissions revenues were relatively flat.

Response:

We acknowledge the Staff’s comment and have
revised the disclosure on page 166 of the Amendment.

Liquidity and Capital Resources, page 158

 15. We note your disclosure that certain conditions raise substantial doubt about the Company’s ability
to continue as a going concern. Please expand your disclosures here and in the footnotes to provide more details about the principal conditions
that gave rise to the substantial doubt, management's evaluation of those conditions in relation to the Company's ability to meet its
obligations and management's plans that alleviated substantial doubt, to the extent applicable. Refer to ASC 205-40-50. In addition, include
more quantitative details in your disclosure, such as clear disclosure of available liquidity and contractual obligations due within twelve
months.

Response:

We acknowledge the Staff’s comment and have
revised the disclosure on pages 167-168 of the Amendment.

Ms. Block and Mr. Brown

U.S. Securities and Exchange Commission

September 22, 2023

Page 8

Cash Flows, page 160

 16. The table in your disclosure refers to the years ended December 31, 2021 and 2020. Please revise
the refer to the appropriate financial statement periods.

Response:

We acknowledge the Staff’s comment and have
revised the disclosure on page 170 of the Amendment.

Critical Accounting Policies and Estimates Goodwill and
Other Intangible Assets, page 161

 17. We note your response to comment 11 and reissue the comment in part. Your disclosures around Goodwill
and Other Intangible Assets do not provide a robust discussion and quantification of the critical accounting estimates. Accordingly, please
revise your disclosures for the following:

 · Disclose the date of the most recent impairment
test and 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 quantitative
critical accounting estimates used in your fair value determination.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
on pages 171-172 of the Amendment.

Ms. Block and Mr. Brown

U.S. Securities and Exchange Commission

September 22, 2023

Page 9

Notes to the Consolidated Financial Statements Business
Combinations, page F-33

 18. We note your response to comment 12 and revised disclosure on page F-34 disclosing the supplemental
pro forma revenue and net income of the combined entity. However, we note that the supplemental pro forma revenue of $34.5 million is
less than the actual U.S. GAAP revenue for the year ended December 31, 2021, as shown on page F-26. Please clarify why this
would be the case or revise accordingly.

Response:

We acknowledge the Staff’s comment and respectfully advise the
Staff that the disclosure on pages F-70 and F-71 of the Amendment includes WEG revenue only for the purpose of disclosing the impact on revenue
and earnings for the respective financial statement periods, and not to re-represent consolidated revenue or earnings.

Revenues from Contracts with Customers Contract Balances,
page F-36

 19. We note that as of December 31, 2022 and 2021, the Company had receivables from contracts with
customers totaling approximately $8.0 million and $10.0 million, respectively. We further note that the opening balance of receivables
from contracts with customers was approximately $8.6 million as of January 1, 2021. Please tell us how these amounts agree to the
Consolidated Statements of Financial Condition on page F-25 or revise as necessary.

Response

We acknowledge the Staff’s comment and respectfully advise the
Staff that the approximately $8.0 million and $10.0 million represent the commissions receivable as of the years ended December 31,
2022 and December 31, 2021, respectively. The $8.6 million is the ending balance as of the year ended December 31, 2020 and
will not be represented on the accompanying statements of financial condition.

* * *

Ms. Block and Mr. Brown

U.S. Securities and Exchange Commission

September 22, 2023

Page 10

Pursuant to the Staff’s request, we hereby
acknowledge that:

 · we are responsible for the adequacy and accuracy
of the disclosure in our filings with the Commission;

 · Staff comments or changes to disclosure in response
to Staff comments do not foreclose the Commission from taking any action with respect to our filings with the Commission; and

 · we may not assert Staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you very much for your attention to this
matter. We hope that the foregoing responses addres

United States securities and exchange commission logo
May 31, 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. 2 to Registration Statement on Form S-4
Filed May 15, 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 February 24, 2023 letter.
Amendment 2 to the Form S-4 filed May 15, 2023
Selected Historical Consolidated Financial Information of Wentworth, page 31
1.The items total assets and debt obligations, net appear to contain typos and do not agree
to the Consolidated Statements of Financial Condition on page F-25.  Please revise the
amounts accordingly.
Non-GAAP Financial Measures, page 94
2.We note your response to comment 3 and revised disclosure within footnote (2) on page
95.  Please revise your disclosures to quantify the amounts relating to the items that
comprise the non-recurring expenses (e.g., business combination professional fees,
severance payments, and one-time infrastructure costs) adjustment.

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 May 31, 2023 Page 2
 FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
May 31, 2023
Page 2
3.We note your response to comment 4 and revised disclosure removing the reference to the
term 'pro forma' in certain places.  However, we also note that the non-GAAP measures
continue to include adjustments on a pro forma basis as if the World Equity Group, Inc.
acquisition had occurred on January 1, 2019, and further, that you continue to refer to
some of the measures as pro forma.  We also note from your response that this pro forma
presentation is not in accordance with Article 11 of Regulation S-X, and therefore, it
appears that these measure are inconsistent with with Question 100.05 of the Non-GAAP
Financial Measures C&DI.  Please revise your filing accordingly.
4.We note the presentation of several non-GAAP measures (e.g. Total Revenue, Cost of
Revenue, Gross Profit, Adjusted G&A and Net Earnings) for the years ended December
31, 2019, 2020, 2021 and 2022.  It does not appear that you include a reconciliation of
these non-GAAP measures to the most directly comparable U.S. GAAP measure.  Please
revise your disclosures to clearly define each of these non-GAAP measures, how they are
used and include full reconciliation to the most directly comparable U.S. GAAP measure
for each.
5.We note that you present separate columns with non-GAAP measures for the year ended
December 31, 2022 and post close year ended December 31, 2022.  Please explain what
these columns represent, why they are presented, how they are used and include a
reconciliation to U.S. GAAP financial information.
Reasons for the NTA Amendments, page 108
6.We note your disclosure that you are presenting the NTA Proposal for
removing limitations related to KWAC's net tangible assets "[b]ecause the KWAC
Common Stock will be exchanged for Holdings Common Stock in connection with the
consummation of the Business Combination and Holdings Common Stock would not be
deemed to be a 'penny stock' pursuant to other applicable provisions of Rule 3a51-1 under
the Exchange Act."  Please provide disclosure explaining the factual and legal basis as to
why Holdings Common Stock would not be deemed to be a penny stock pursuant to
"other applicable provisions of Rule 3a51-1."  Please revise here and elsewhere as
appropriate to clearly discuss the impact that the trust falling below $5,000,001 would
have upon your or Holdings' exchange listing and discuss the consideration given to this
possibility in your determination that this provision is no longer needed to avoid the
definition of penny stock.  Please provide clear disclosure that, if true, removal of this
provision could result in your or Holdings' securities falling within the definition of penny
stock and clearly discuss the risk to you, Holdings, and investors if your securities were to
fall within the definition of penny stock.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 122
7.We note your disclosure of the total consideration indicates that the closing WMS
indebtedness is $47.2 million.  Please clarify where this indebtedness is presented

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 May 31, 2023 Page 3
 FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
May 31, 2023
Page 3
and how it reconciles to the pro forma condensed combined balance sheet.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 123
8.We note your presentation on the face of the balance sheet for an adjustment K in the
column for transaction accounting adjustments (assuming maximum redemptions);
however, there does not appear to be a corresponding footnote K explaining the
adjustment.  Please revise your disclosures to clarify.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 124
9.We note your response to comment 6 and reissue the comment.  Please revise to present a
pro forma adjustment, and accompanying footnote disclosure, calculating the tax expense
/ (benefit) relating to the transaction accounting adjustments. If there is no tax effect due
to unusual effects of loss carryforwards or other aspects of tax accounting, an explanation
should be provided in a note to the pro forma financial statements. Refer to Rule 11-
02(b)(5) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Wentworth
Results of Operations, page 154
10.The amounts presented for interest and other income and total revenues, for the year
ended December 31, 2022, do not agree with the amounts included in the audit
Consolidated Statement of Operations on page F-26.  Please revise your disclosures
accordingly.
Commissions, page 155
11.We note your response to comment 9.  Please address the following:
•Provide us with a more fulsome accounting analysis supporting your accounting
policy, recognition, measurement and treatment for your trailing commission
revenues.  In this regard, explain how the amounts of revenue are calculated, how
frequently, over which service period and how you determine the service period for
recognition.  Cite the specific authoritative accounting literature considered and
applied in your response.
•In addition to the above, explain how revenue is calculated and/or re-calculated
during quarters when there has been a significant decline in market value of the trail
eligible assets.
•Disclose your average commission fee rates by product type, for both sales-based and
trailing, for the periods your financial statements are presented.
12.We note you present a table on page 156 disclosing the total commission revenue,
disaggregating between sales-based and trailing, for the years ended December 31, 2022
and 2021.  We also note that this amount does not reconcile to the total commissions
revenue, as disclosed on pages 154 and F-26, and appears to include advisory revenue.

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 May 31, 2023 Page 4
 FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
May 31, 2023
Page 4
Please revise your disclosures to clarify this inconsistency accordingly.
13.We note your disclosure that the decrease in trailing commission revenue for the year
ended December 31, 2022 compared to 2021 was primarily due to volatility driven
declines in trail eligible asset.  Please revise to define the term "trail eligible asset" and
quantify the amount of trail eligible assets at the end of each reporting period. In addition,
revise to include discussion and quantification in the balance of the trail eligible assets
from period to period.  For example, quantify the impact of the change due to inflows,
outflows, market appreciation (depreciation), business combination and other material
items.
Commissions and Fees, page 156
14.We note your response to comment 10.  Please revise your disclosures to provide more
granular details regarding the correlation production levels, what the term production
levels means and the related payout rates.  In addition, revise to include a discussion of the
changes in the commissions and fees expense amounts between the periods presented.
For example, we note that commissions and fees expenses increased to $145.7 million for
the year ended December 31, 2022 compared to $139.0 million for the year ended
December 31, 2021, while the commissions revenues were relatively flat.
Liquidity and Capital Resources, page 158
15.We note your disclosure that certain conditions raise substantial doubt about the
Company’s ability to continue as a going concern.  Please expand your disclosures here
and in the footnotes to provide more details about the principal conditions that gave rise to
the substantial doubt, management's evaluation of those conditions in relation to the
Company's ability to meet its obligations and management's plans that alleviated
substantial doubt, to the extent applicable.  Refer to ASC 205-40-50.  In addition, include
more quantitative details in your disclosure, such as clear disclosure of available liquidity
and contractual obligations due within twelve months.
Cash Flows, page 160
16.The table in your disclosure refers to the years ended December 31, 2021 and 2020.
Please revise the refer to the appropriate financial statement periods.
Critical Accounting Policies and Estimates
Goodwill and Other Intangible Assets, page 161
17.We note your response to comment 11 and reissue the comment in part.  Your disclosures
around Goodwill and Other Intangible Assets do not provide a robust discussion and
quantification of the critical accounting estimates. Accordingly, please revise your
disclosures for the following:
•Disclose the date of the most recent impairment test and the percentage by which the
estimated fair value exceeded carrying value as of the date of the most recent

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 May 31, 2023 Page 5
 FirstName LastName
Michael Nessim
Binah Capital Group, Inc.
May 31, 2023
Page 5
impairment test.
•Disclose and discuss the specific quantitative critical accounting estimates used in
your fair value determination.
Notes to the Consolidated Financial Statements
3. Business Combinations, page F-33
18.We note your response to comment 12 and revised disclosure on page F-34 disclosing the
supplemental pro forma revenue and net income of the combined entity.  However,
we note that the supplemental pro forma revenue of $34.5 million is less than the actual
U.S. GAAP revenue for the year ended December 31, 2021, as shown on page F-26.
Please clarify why this would be the case or revise accordingly.
4. Revenues from Contracts with Customers
Contract Balances, page F-36
19.We note that as of December 31, 2022 and 2021, the Company had receivables from
contracts with customers totaling approximately $8.0 million and $10.0 million,
respectively.  We further note that the opening balance of receivables from contracts with
customers was approximately $8.6 million as of January 1, 2021.  Please tell us how these
amount agree to the Consolidated Statements of Financial Condition on page F-25 or
revise as necessary.
            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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

Binah Capital Group, Inc.

17 Battery Place, Room 625

New York, NY 10004

May 15, 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.

Amendment No. 1 to Registration Statement on Form S-4

Filed February 10, 2023

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 February 24, 2023 (the “Comment Letter”), in respect of Binah Capital
Group, Inc.’s (“we”, “our” or “us”) Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Commission on February 10, 2023. Concurrently with this response, we are submitting Amendment No.
2 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.

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.

Response:

We have revised the line-item description on page
31 of Amendment No. 2 to identify income tax expense (benefit) in a manner consistent with the financial statements.

Ms. Block and Mr. Brown

 U.S. Securities and Exchange Commission

 May 12, 2023

 Page 2

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 “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.

Response:

We have revised the disclosures on beginning on
pages 59 and 102 of Amendment No. 2 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.

Response:

We have revised the disclosures on pages 94 and 95 of Amendment
No. 2 to identify the discrete items comprising the components of the non-recurring expenses adjustment and 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.

Response:

We have revised the language in the section Summary
Income Statement and Non-GAAP Measures (in millions) and have removed any reference to the information being presented on a pro forma
basis. The language includes information that it is presented as if the World Equity Group, Inc. acquisition, which closed in May 2021
had occurred on January 1, 2019, to provide a view of the business on a consistent basis over the periods presented. As previously communicated
this information, among other information as disclosed, was used by KWAC in its consideration and evaluation of the business combination
and was not intended to be presented on a pro forma basis in accordance with Article 11 of Regulation S-X.

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 to the statement of
equity on page F-45. Please revise to ensure the amounts reconcile for consistency and accuracy.

Response:

We have revised the disclosures on pages 123 and F-27 of
Amendment No. 2 to reconcile WMS amounts for Class A, Class B, Additional Paid-in Capital and Accumulated deficit in the historical column
to the statement of equity.

Ms. Block and Mr. Brown

 U.S. Securities and Exchange Commission

 May 12, 2023

 Page 3

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.

Response:

The Unaudited Pro Forma Condensed Combined Statement
of Operations has been updated for the year ending December 31, 2022. The historical amounts used in the pro forma are those amounts included
in the audited financial statements as of and for the year ended December 31, 2022, that are included elsewhere in the filing and referenced
as such. The provision for income taxes includes the provisions included in the audited financial statements of WMS and KWAC and included
in such audited financial statements are income tax disclosures that provide the detail of what is included in the provision as well as
other income tax matters relevant to the financial statements.

 7. We note that the Commissions and Interest and Other income line items for historical WMS for the nine
months ended September 30, 2022 do not reconcile to the amounts disclosed on the face of the Statements of Operations on page F-44. Please
tell us why they do not reconcile or revise accordingly.

Response:

We acknowledge the Staff’s comment and note
that the Unaudited Pro Forma Condensed Combined Statement of Operations has been updated for the year ending December 31, 2022 and Commissions
and Interest and Other income line items reconcile to the amounts disclosed on the face of the Statements of Operations of page F-26.

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.

Response:

We acknowledge the Staff’s comment and
have revised the disclosure on page 129 of Amendment No. 2 and added a footnote that provides the details that the impact would be antidilutive
for the year ended December 31, 2022 and 2021.

Ms. Block and Mr. Brown

 U.S. Securities and Exchange Commission

 May 12, 2023

 Page 4

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.

Response:

We acknowledge the Staff’s comment and note
that we have revised the disclosure to remove the language that revenues are subject to reversal or decline based on market performance.
Revenues that are earned based on a percentage of an investment product’s current market value are not subject to reversal as they
are valued at a point in time, monthly or quarterly and at that point in time the constraint is removed, and revenues are recognized.

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.

Response:

We acknowledge the Staff’s comment and
have further revised the disclosure on page 157 of Amendment No. 2 to disaggregate how our payout rate varies based upon production level
and 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.

Response:

We acknowledge the Staff’s comment and have revised the disclosure
to address the critical accounting estimates and assumptions used in the annual testing for impairment of goodwill and other intangible
assets.

Ms. Block and Mr. Brown

 U.S. Securities and Exchange Commission

 May 12, 2023

 Page 5

Notes to Consolidated Financial Statements

Business Combinations, page F-67

 12. We note your response to comment 33 stating the Company's view that the acquisition of 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).

Response:

We acknowledge the Staff’s comment and have
revised the disclosure in the WMS consolidated audited financial statements as of and for the years ended December 31, 2022 and 2021 to
include the additional information as 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.

Response:

We acknowledge the Staff’s comment and have
added an additional risk factor on page 35 of Amendment No. 2 to address material risks related to the warrants retained by redeeming
stockholders, in the event that trading prices rise above strike price.

 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.

Response:

We acknowledge the Staff’s comment and
confirm that a PIPE investment is anticipated to be made in conjunction with the closing of the merger and that we will highlight
material differences in the terms and price of securities issued at the time of the IPO as compared to the PIPE and will disclose if
the SPAC's sponsors, directors, or officers will participate in PIPE.

* * *

Ms. Block and Mr. Brown

 U.S. Securities and Exchange Commission

 May 12, 2023

 Page 6

Pursuant to the Staff’s request, we hereby
acknowledge that:

 · we are responsible for the adequacy and accuracy
of the disclosure in our filings with the Commission;

 · Staff comments or changes to disclosure in response
to Staff comments do not foreclose the Commission from taking any action with respect to our filings with the Commission; and

 · we may not assert Staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you very much 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.

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

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 February 24, 2023 Page 2
 FirstName LastName
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
WMS for the nine months ended September 30, 2022 do not reconcile to the amounts
disclosed on the face of the Statements of Operations on page F-44.  Please tell us why
they do not reconcile or revise accordingly.

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 February 24, 2023 Page 3
 FirstName LastName
Michael Nessim
Binah Capital Group, Inc.
February 24, 2023
Page 3
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

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 February 24, 2023 Page 4
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
January 19, 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.
Registration Statement on Form S-4
Filed on December 23, 2022
File No. 333-269004
Dear Michael Nessim:
            We have reviewed your 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.
Form S-4 filed December 23, 2022
What vote is required to approve the Proposals?, page 10
1.Please disclose what percentage of public shareholders need to vote in favor of the
business combination for it to be approved.
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.

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 January 19, 2023 Page 2
 FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
January 19, 2023
Page 2
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.
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.
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.
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.
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.
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.
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.
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.

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 January 19, 2023 Page 3
 FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
January 19, 2023
Page 3

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."
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.
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.
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.
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.

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 January 19, 2023 Page 4
 FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
January 19, 2023
Page 4
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.
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.
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.
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.
Business of Wentworth
Our Company, page 143
20.We note your disclosure that the Company has over 1900 registered individuals.  Please
revise to define the term registered individuals in your disclosure.
Results of Operations, page 149
21.Please include a discussion of any known trends or uncertainties that have had or that are
reasonably likely to have a material favorable or unfavorable impact on revenues and
income from continuing operations.  We refer you to Item 303(b)(2)(ii) of Regulation S-
K.
Commissions, page 150
22.We note your disclosures regarding the Company's policies for trailing commission
revenues, including variable consideration.  Please address the following:
•Tell us if these revenues are subject to reversal if there is a decline in the current
market value of clients’ investment holdings in trail-eligible asset.
•Disclose the gross amount of trail-eligible assets held at the end of each period, along
with other qualitative information about the trail-eligible assets.

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 January 19, 2023 Page 5
 FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
January 19, 2023
Page 5
•Disclose the how the revenue amount is determined, including hurdle rates if
applicable, and quantify any specific performance information of the assets.
•We note that the constraint is removed once the investment holdings value can be
determined.  Tell us when this typically occurs and how the value is determined.
23.We note that the increase in sales-based commission revenue for the nine months ended
September 30, 2022 and full year 2021 compared to their prior comparable periods was
due to the World Equity Group, Inc acquisition that closed in May 2021 and changes in
sales of annuities and mutual fund products.  Please revise to quantify the individual
impact from each of these items on your revenues.  Provide similar updates to your
discussion of changes in Advisory Fee revenues on page 151.
Revenues, page 150
24.We note your disclosure that revenues are analyzed to determine whether the Company is
the principal or agent in the contract.  Please provide us with your principal vs. agent
accounting analysis and conclusions.  In addition, tell us and revise your disclosure to
state whether you are the principal or agent and disclose the material terms of the
arrangements.
Commissions and Fees, page 151
25.Please provide details on the calculation of the payout range and how it is used to evaluate
your business.
Interest and other income, page 151
26.Please include a discussion of this line item in accordance with Item 303(b)(2) of
Regulation S-K.
Liquidity and capital resources, page 153
27.We note your incomplete reference to the footnotes.  Please revise your disclosure
accordingly.
Critical Accounting Policies and Estimates, page 156
28.Please revise your disclosure to discuss your critical accounting estimates and the related
information required by Item 303(b)(3) of Regulation S-K.  This information should
include why each critical accounting estimate is subject to uncertainty and, to the extent
the information is material and reasonably available, how much each estimate and/or
assumption has changed over a relevant period, and the sensitivity of the reported amount
to the methods, assumptions and estimates underlying its calculation.
Beneficial Ownership of Securities, page 178
29.Please include disclosure, separate from the beneficial ownership table, of the sponsor and

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 January 19, 2023 Page 6
 FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
January 19, 2023
Page 6
its affiliates' total potential ownership interest in the combined company, assuming
exercise and conversion of all securities.
Condensed Consolidated Statements of Changes in Members' Equity, page F-45
30.We note that the Company had accumulated deficit as of January 1, 2021 and 2022.  We
also note that the Company presents adjustments for contribution and distribution of
capital through Accumulated Deficit during the periods presented.  Please address the
following:
•Provide us with your accounting analysis, with reference to authoritative literature,
supporting your accounting and presentation for these amounts within accumulated
deficit.
•Tell us what the negative contribution of capital during the nine months ended
September 30, 2021 represents.
•In regards to the above bullet, tell us how your presentation in the interim financial
statements is consistent with your annual financial statement on page F-61, which
does not show contribution of capital through accumulated deficit.
Wentworth Management Services, LLC Financial Statements
Audited Financial Statements as of and for the year ended December 31, 2021, page F-58
31.We note that you have separate audit reports and financial statements for the fiscal years
ended December 31, 2020 and December 31, 2021.  Please tell us why you are presenting
your financial statements in this manner as opposed to combining the audit reports and
financial statements.  In addition, tell us how this presentation complies with Article 3 of
Regulation S-X.
Notes to the Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Basis of Presentation, page F-64
32.We note your disclosure here and in other instances in your filing (e.g. pages 149, 153 and
F-48) which state that there are conditions that raise substantial doubt about the
Company’s ability to continue as a going concern.  However, we do not note a reference
to this fact or explanatory paragraph in the audit report on page F-58.  Please advise.
Refer to AU Section 341.
3. Business Combinations, page F-67
33.We note your disclosures surround the May 2021 acquisition of WEG.  Related, we also
noted your discussion of changes in revenues and expenses on pages 150-151 that the
acquisition was a primary driver of those changes.  Please address the following:
•Tell us how you considered the guidance in Rule 3-05 of Regulation S-X for the
acquisition.  Provide us with your significance calculations.
•Revise to disclose information required by ASC 805-10-50-2(h).

 FirstName LastNameMichael Nessim
 Comapany NameBinah Capital Group, Inc.
 January 19, 2023 Page 7
 FirstName LastName
Michael Nessim
Binah Capital Group, Inc.
January 19, 2023
Page 7
General
34.Please quantify the value of warrants, based on recent trading prices, that may be retained
by redeeming stockholders assuming maximum redemptions and indentify any material
resulting risks.
35.We note the disclosure regarding a potential PIPE investment in conjunction with the
closing of the merger.  Please 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.  Disclose if the SPAC's sponsors, directors, or
officers will participate in the private placement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclos