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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): June 27, 2025

 

Binah Capital Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41991   88-3276689
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

80 State Street, Albany, NY 12207

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 404-7002

 


(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbols   Name of Each Exchange on Which
Registered
Common Stock, par value $0.0001 per share   BCG   The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share   BCGWW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 27, 2025, Binah Capital Group, Inc., a Delaware corporation (the “Company”), held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, of the 16,602,460 shares of common stock outstanding and entitled to vote, 12,820,079 shares were represented, constituting a quorum. The final results for the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

 

Proposal No. 1 was to elect two Board nominees to serve as the Class I Director, to serve until the 2028 annual meeting of stockholders of the Company or until such person’s successor is qualified and elected.

 

David Crane

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES 
 11,817,290    0    29,765    973,024 
                  

 

Joel Marks

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES 
 11,817,989    0    29,066    973,024 
                  

 

Proposal No. 2 was to ratify the appointment of FGMK, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES 
 12,778,937    41,002    140     

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

  

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 27, 2025

 

  BINAH CAPITAL GROUP, INC.
       
  By: /s/ Craig Gould  
  Name: Craig Gould  
  Title: Chief Executive Officer and Director