Binah Capital (BCG) 10-Q 14 Nov 24 2024 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2024	Nov. 14, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-40742
Entity Registrant Name	Binah Capital Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-3276689
Entity Address, Address Line One	80 State Street
Entity Address, City or Town	Albany
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	12207
City Area Code	212
Local Phone Number	404-7002
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,602,460
Entity Central Index Key	0001953984
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock
Document and Entity Information
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	BCG
Security Exchange Name	NASDAQ
Warrants
Document and Entity Information
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	BCGWW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets:
Cash, cash equivalents and restricted cash	$ 7,253	$ 7,621
Receivables:
Commission receivable	9,652	8,220
Due from clearing broker	941	631
Other	1,341	1,587
Property and equipment, net	672	974
Right of use asset	3,883	4,332
Intangible assets, net	1,146	1,580
Goodwill	39,839	39,839
Other assets	2,236	2,626
TOTAL ASSETS	66,963	67,410
Liabilities:
Accounts payable, accrued expenses and other liabilities	10,242	9,082
Commissions payable	10,816	10,676
Operating lease liability	3,963	4,381
Notes payable, net of unamortized debt issuance costs of $568 and $645 as of September 30, 2024 and December 31, 2023, respectively	19,142	20,822
Promissory notes-affiliates	5,313	12,177
Due to members		5,169
TOTAL LIABILITIES	49,476	62,307
Stockholders' Equity and Members' Equity:
Additional paid-in-capital	23,381
Accumulated deficit	(22,158)
Members' Equity attributed to Legacy Wentworth Management Services LLC		5,103
Total Stockholders' Equity, Mezzanine Equity and Members' Equity Attributable to Wentworth Management Services LLC	17,487	5,103
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY	66,963	$ 67,410
Series A Redeemable Convertible Preferred Stock
Mezzanine Equity:
Redeemable Series A Convertible Preferred Stock, par value $0.0001, 2,000,000 shares authorized, 1,536,400 shares outstanding at September 30, 2024	14,764
Series B Convertible Preferred Stock
Stockholders' Equity and Members' Equity:
Series B Convertible Preferred Stock, par value $0.0001, 500,000 shares authorized, 150,000 shares outstanding at September 30, 2024	$ 1,500

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Unamortized debt issuance costs	$ 568	$ 645
Preferred Stock shares outstanding	150,000
Common stock par value	$ 0.0001
Common stock shares authorized	55,000,000
Common stock shares issued	16,602,460
Common stock shares outstanding	16,602,460
Series A Redeemable Convertible Preferred Stock
Redeemable convertible preferred stock par value	$ 0.0001
Redeemable convertible preferred stock shares authorized	2,000,000
Redeemable convertible preferred stock shares outstanding	1,536,400
Preferred stock par value	$ 0.0001
Preferred Stock shares authorized	2,000,000
Preferred Stock shares outstanding	1,536,400
Series B Convertible Preferred Stock
Preferred stock par value	$ 0.0001
Preferred Stock shares authorized	500,000
Preferred Stock shares outstanding	150,000

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue from Contracts with Customers:
Commissions	$ 34,780	$ 35,469	$ 102,836	$ 104,112
Advisory fees	6,247	5,448	18,250	16,334
Total Revenue from Contracts with Customers	41,026	40,917	121,085	120,446
Interest and other income	1,170	1,933	3,209	6,227
Total revenues	42,197	42,850	124,295	126,673
Expenses:
Commissions and fees	33,832	35,865	100,839	103,863
Employee compensation and benefits	3,937	3,088	10,988	9,875
Rent and occupancy	285	284	870	900
Professional fees	1,120	697	6,059	2,412
Technology fees	386	598	1,228	1,543
Interest	775	1,249	2,632	3,895
Depreciation and amortization	268	303	862	913
Other	2,207	766	3,394	1,539
Total expenses	42,810	42,849	126,872	124,939
Income (loss) before provision/(benefit) for income taxes	(613)	1	(2,577)	1,734
Provision/(Benefit) for income taxes	537	(242)	890	289
Net income (loss)	(1,150)	$ 243	(3,467)	$ 1,445
Net income attributable to Legacy Wentworth Management Services LLC members			730
Net loss attributable to Binah Capital Group, Inc.	$ (1,150)		$ (4,197)
Net loss per share basic (in dollars per share)	$ (0.07)		$ (0.25)
Net loss per share diluted (in dollars per share)	$ (0.07)		$ (0.25)
Weighted average shares: basic (in shares)	16,602		16,588
Weighted average shares: diluted (in shares)	16,602		16,588

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Members' Equity Attributed to Legacy Wentworth Management Services LLC	Redeemable Convertible Preferred Stock Series A Redeemable Convertible Preferred Stock	Common Stock Series B Convertible Preferred Stock	Additional Paid-in Capital	Accumulated Deficit	Preferred units Series B Convertible Preferred Stock	Series A Redeemable Convertible Preferred Stock	Total
Beginning balance at Dec. 31, 2023	$ 5,103,000							$ 5,103,000
Distributions	(85,000)							(85,000)
Net income prior to transaction	730,000							730,000
Reverse merger and recapitalization of legacy Wentworth Management Services LLC	(5,748,000)			$ 23,693,000	$ (17,961,000)			(16,000)
Reverse merger and recapitalization of legacy Wentworth Management Services LLC (in shares)			16,566
Issuance of Class A redeemable convertible preferred stock		$ 14,400,000						14,400,000
Issuance of Class A redeemable convertible preferred stock (in shares)		1,500
Net loss					(2,311,000)			(2,311,000)
Preferred stock ending balance (in shares) at Mar. 31, 2024		1,500
Ending balance at Mar. 31, 2024		$ 14,400,000		23,693,000	(20,272,000)			17,821,000
Ending balance (in shares) at Mar. 31, 2024			16,566
Beginning balance at Dec. 31, 2023	$ 5,103,000							5,103,000
Net income prior to transaction								730,000
Net loss								(4,197,000)
Preferred stock, ending balance at Sep. 30, 2024		$ 14,764,000					$ 14,764,000
Preferred stock ending balance (in shares) at Sep. 30, 2024		1,537					1,536,400
Ending balance at Sep. 30, 2024				23,381,000	(22,158,000)	$ 1,500,000		17,487,000
Ending balance (in shares) at Sep. 30, 2024			16,603			150
Preferred stock, beginning balance (in shares) at Mar. 31, 2024		1,500
Beginning balance at Mar. 31, 2024		$ 14,400,000		23,693,000	(20,272,000)			17,821,000
Beginning balance (in shares) at Mar. 31, 2024			16,566
Issuance of Class A redeemable convertible preferred stock		$ 195,000						195,000
Issuance of Class A redeemable convertible preferred stock (in shares)		20
Issuance of common stock in connection with exercise of warrants				416,000				416,000
Issuance of common stock in connection with exercise of warrants (in shares)			37
Dividends - Class A redeemable convertible preferred stock				(390)				(390)
Net loss					(736,000)			(736,000)
Preferred stock, ending balance at Jun. 30, 2024		$ 14,595,000
Preferred stock ending balance (in shares) at Jun. 30, 2024		1,520
Ending balance at Jun. 30, 2024				23,719,000	(21,008,000)			17,306,000
Ending balance (in shares) at Jun. 30, 2024			16,603
Issuance of Class A redeemable convertible preferred stock		$ 169,000						169,000
Issuance of Class A redeemable convertible preferred stock (in shares)		17
Issuance of Class B convertible preferred stock						$ 1,500,000		1,500,000
Issuance of Class B convertible preferred stock (in shares)						150
Dividends - Class A redeemable convertible preferred stock				(338,000)				(338,000)
Net loss					(1,150,000)			(1,150,000)
Preferred stock, ending balance at Sep. 30, 2024		$ 14,764,000					$ 14,764,000
Preferred stock ending balance (in shares) at Sep. 30, 2024		1,537					1,536,400
Ending balance at Sep. 30, 2024				$ 23,381,000	$ (22,158,000)	$ 1,500,000		$ 17,487,000
Ending balance (in shares) at Sep. 30, 2024			16,603			150

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows From Operating Activities
Net income (loss)	$ (3,467)	$ 1,445
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	754	826
Amortization of debt issuance costs	77	54
Non-cash lease expense	449	337
Loss on disposal of property and leasehold improvements		51
Changes in operating assets and liabilities:
Due from clearing broker	(310)	274
Commissions receivable	(1,432)	(287)
Other receivables	246	(73)
Other assets	406	(497)
Accounts payable, accrued expenses and other liabilities	1,160	(981)
Commissions payable	140	(1,257)
Operating lease liability	(418)	(310)
Net Cash (Used in) Provided By Operating Activities	(2,411)	362
Cash Flows From Investing Activities
Purchases of property and equipment	(18)	(88)
Net Cash Used In Investing Activities	(18)	(88)
Cash Flows From Financing Activities
Repayment - notes payable	(1,757)	(1,619)
Repayment of promissory notes-affiliates	(6,864)
Repayment of borrowings from members	(5,169)
Proceeds from borrowings from members		9
Net payment for reverse merger and recapitalization	(16)
Proceeds from Series B Convertible Preferred Stock	15,900
Dividend - Series A Redeemable Convertible Preferred Stock	(364)
Proceeds from exercise of warrants	416
Distribution of capital	(85)	(241)
Net Cash Provided by (Used In) Financing Activities	2,061	(1,851)
Net Change in Cash, Cash Equivalents and Restricted Cash	(368)	(1,577)
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	7,621	7,849
Cash, Cash Equivalents and Restricted Cash - End of Period	7,253	6,272
Cash Paid During the Year for:
Interest	$ 2,632	3,106
Affiliates
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Capitalized interest		457
Members
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Capitalized interest		$ 323

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Dividend paid in kind	$ 364

DESCRIPTION OF BUSINESS AND BAS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2024
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Binah Capital Group, Inc. (“Binah Capital”, “Holdings” or the “Company,” representing the consolidated group.), is a Delaware Corporation, formed on June 27, 2022 that serves as a holding company for its wholly-owned subsidiaries operating in the retail wealth management business. Binah Capital through its wholly owned subsidiary Wentworth Management Services LLC (dba, Binah Management Services, “BMS”) operates multiple businesses in the financial services industry as follows: ● PKS Holdings, LLC (“PKSH”) is headquartered in Albany, New York and branch offices throughout the United States of America, and includes the following entities (the “PKSH Entities”): o Purshe Kaplan Sterling Investments, Inc. (“PKSI”), incorporated in the State of New York, is an independent broker-dealer registered with the Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investors Protection Corporation (“SIPC”). o PKS Advisory Services, LLC (“PKSA”), a New York limited liability company, is an independent investment advisory firm, registered with the SEC, which provides advisory services to clients. o PKS Financial Services, Inc. (“PKSF”), incorporated in the State of New York, is an insurance entity providing financial services to clients. o Representatives Indemnity Company, Inc. (“Repco”), incorporated in the British Virgin Islands, holds a general business insurance license for the purpose of providing professional liability insurance coverage for affiliated entities. ● Cabot Lodge Securities LLC maintains offices in New York, New York and branch offices throughout the United States of America and includes the following entities. o Cabot Lodge Securities, LLC (“CLS”), a Delaware Limited Liability Company, is a broker-dealer registered with the SEC and is a member of FINRA and SIPC. o CL Wealth Management, LLC (“CLWM”), a Virginia Limited Liability Company, is an investment advisory firm, registered with the SEC, which provides advisory services to clients. o Wentworth Financial Partners (“WFP”) (f/k/a CL General Agency), a Delaware Limited Liability Company is an insurance entity providing financial services to clients. ​ ​ 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (continued) ● Michigan Securities, Inc. (“MSI”) maintains offices in Albany, New York and includes the following entities: o MSI, (d/b/a as Broadstone Securities, Inc., “Broadstone”), incorporated in the State of Michigan, is a financial services firm, and is a broker-dealer registered with the SEC and is a member of FINRA. o Michigan Advisors, Inc., (“MAI”) incorporated in the State of Michigan, was a SEC registered investment advisor. MAI withdrew its registration in September 2021. o Insurance Audit Agency, Inc. (“IAA”), incorporated in the state of Michigan, is an insurance agency. ● World Equity Group, Inc. (“WEG”), incorporated in the State of Illinois, is registered as a broker-dealer and investment advisor with the SEC and is a member of FINRA and SIPC. WEG maintains offices in Schaumburg, Illinois and has branch offices throughout the United States of America. Basis of Presentation Reverse Recapitalization On March 15, 2024 (the “Closing Date”), Binah Capital consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated July 7, 2022 (as amended, the “Merger Agreement” and the consummation of such contemplated transactions, the “Closing”), by and among Kingswood Acquisition Corp, a Delaware corporation (“KWAC”), Binah Capital, Kingswood Merger Sub, Inc., a Delaware corporation (“Kingswood Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company (“Wentworth Merger Sub”), and BMS. Binah Capital, Kingswood Merger Sub and Wentworth Merger Sub were newly formed entities that were formed for the sole purpose of entering into and consummating the transaction set forth in the Merger Agreement. Binah Capital was a wholly-owned direct subsidiary of KWAC and both Kingswood Merger Sub and Wentworth Merger Sub were wholly-owned direct subsidiaries of Binah Capital. On the Closing Date, Kingswood Merger Sub merged with and into KWAC, with KWAC continuing as the surviving entity as a wholly-owned subsidiary of Binah Capital and Wentworth Merger Sub merged with and into BMS, with BMS continuing as the surviving entity as a wholly-owned subsidiary of Binah Capital. Following the BMS merger, KWAC acquired, and Binah Capital contributed to KWAC all of the common units of BMS directly held by Binah Capital after the BMS merger, such that, following the Binah Capital contribution, BMS became a wholly-owned subsidiary of KWAC. Notwithstanding the legal form of the Merger pursuant to the Business Combination Agreement, the Merger is accounted for as a reverse recapitalization. Under this method of accounting, KWAC is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the consolidated financial statements of Binah Capital will represent a continuation of the consolidated financial statements of BMS with the business combination treated as the equivalent of the BMS issuing shares for the net assets of KWAC, accompanied by a recapitalization. The net assets of KWAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of BMS in future reports of Holdings (See Note 3 – Mergers and Recapitalization). Basis of Presentation These unaudited condensed consolidated financial statements (“condensed consolidated financial statements”) are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which requires the Company to make estimates and assumptions regarding the valuation and impairments of intangible assets and deferred income taxes, allowance for credit losses, contingencies, and other matters that affect the condensed consolidated financial statements and related disclosures. The condensed consolidated financial statements reflect all adjustments which are in the opinion of management, necessary to represent fairly the results of operations for the interim periods presented. Actual results could differ from those estimates under different assumptions and the differences may be material to the condensed financial statements. ​ 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (continued) Principles of Consolidation The accompanying consolidated financial statements include the accounts of Holdings and its wholly owned subsidiaries. Significant inter-company transactions and balances were eliminated in consolidation.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and impairments of intangible assets and deferred income taxes, allowance for credit losses, and contingencies. Revenue Recognition Revenues from contracts with customers are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. For additional information see Note 4 - Revenues From Contracts with Customers. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist primarily of cash on deposit and money market funds all of which have original maturities of three months or less. Restricted cash represents cash held by the Company’s lender related to its credit facility. As of September 30, 2024 and December 31, 2023 restricted cash amounted to approximately $0.4 million. The Company regularly maintains cash, cash equivalents and restricted cash that exceed Federal Deposit Insurance Corporation limits. The Company has not experienced any losses and does not believe it is exposed to any significant credit risk from cash. Receivables Receivables, which amounted to approximately $10.3 million and $10.5 million as of January 1, 2024, and 2023, respectively, represent amounts due to the Company from its clearing brokers, clients, financial institutions and other. Receivables consists of unconditional amounts due and are reported at amortized costs. All receivables are uncollateralized. Financial Instruments – Credit Losses . Financial Instruments-Credit Losses ​ 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Goodwill and Other Intangible Assets Goodwill is tested annually for impairment or if certain events occur indicating that the carrying amounts may be impaired. If a qualitative assessment is used and the Company determines that the fair value of a reporting unit is more likely than not (i.e., a likelihood of more than 50%) less than its carrying amount, a quantitative impairment test will be performed. An impairment loss will be recognized if a reporting unit’s carrying amount exceeds its fair value, to the extent that it does not exceed the total carrying amount of goodwill. No impairment of goodwill was recognized for the periods ended September 30, 2024 and 2023. Intangible assets that are deemed to have definite lives are amortized over their useful lives, generally ranging from 5 to 10 years. They are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value. There was no impairment of intangible assets recognized for the periods ended September 30, 2024 and 2023. Income Taxes For the periods prior to the Reverse Merger and Recapitalization, BMS was treated as a partnership for income tax purposes and therefore not subject to federal taxes. BMS was subject to certain state and local income taxes. Additionally, KWAC was treated as a corporation and subject to U.S. federal income taxes, in addition to state and local income taxes. Subsequent to the Reverse Merger and Recapitalization, KWAC, a wholly-owned subsidiary of Holdings, is the parent company of BMS, which is treated as a partnership for federal income tax purposes. As a partnership, BMS is itself generally not subject to U.S. federal income tax under current U.S. tax laws, and any taxable income or loss is passed through and included in the taxable income or loss of its members, including KWAC. KWAC is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the items of the net taxable income or loss and any related tax credits of BMS. Additionally, Binah Capital Group, Inc., a corporation, is subject to U.S. federal income taxes, in addition to state and local income taxes. KWAC, the PKSH Entities, Cabot Entities and WEG are taxable entities subject to federal, state, and local income taxes. Therefore, these consolidated financial statements include an income tax provision for the taxable entities only. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company periodically evaluates deferred tax assets and net operating loss carryforwards to determine their recoverability based primarily on the Company’s ability to generate future taxable income. A valuation allowance may be established to reduce deferred tax assets, if it is more likely than not that all, or some portion, of such deferred tax assets will not be realized. The Company accounts for taxes in accordance with the asset and liability method of accounting for income taxes. Under this method, the Company must recognize the tax benefit from an uncertain tax position only if it is “more likely than not” that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. ​ 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Net Loss Per Share Basic earnings per share of common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted net income per share of common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and warrants and conversion of the Company’s preferred stock. Net income (loss) per share is not presented for periods prior to the Merger as such amounts would not be meaningful to users of the financial statements because the equity structure materially changed in connection with the Merger. Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. As a result of the Reverse Recapitalization, the Company has issued and has outstanding warrants. The Company evaluates the warrants, to determine if such instruments should be considered stock-based compensation, pursuant to ASC Topic 718, and if not in the scope of ASC 718, if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The determination of whether the instrument should be classified as stock-based compensation or a derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Warrants issued to non-employees (the “Non-employee Warrants”) were not classified as stock-based compensation as there is no condition of employment such that the granting of the shares does not represent compensation. The Non-employee Warrants are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. Public Warrants to non-employees are measured at fair value on recurring basis, using the market approach based upon the quoted market price of Binah Capital Group, Inc.’s Public Warrants at the end of each reporting period. Private Placement Warrants issued to non-employees are measured at fair value on a recurring basis based upon the quoted price for similar liabilities (Public Warrants issued to non-employees) in active markets as of the end of each period. Contingent Liabilities The Company recognizes liabilities for contingencies when there is an exposure that, when fully analyzed, indicates potential losses become probable and can be reasonably estimated. Whether a potential loss is probable and can be reasonably estimated is based on currently available information and is subject to significant judgment, a variety of assumptions and uncertainties. When a potential loss is probable and the loss or range of loss can be estimated, the Company will accrue the most likely amount within that range. No liability is recognized for those matters which, in management’s judgment, the determination of a reasonable estimate of potential loss is not possible, or for which a potential loss is not determined to be probable. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012, and it thus may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. ​ 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures Recently Adopted Accounting Pronouncements There were no new accounting pronouncements during the three months ended September 30, 2024 that materially impacted the Company’s condensed consolidated financial statements and related disclosures. ​

MERGER AND RECAPITALIZATION

MERGER AND RECAPITALIZATION	9 Months Ended
	Sep. 30, 2024
MERGER AND RECAPITALIZATION
MERGER AND RECAPITALIZATION	3. MERGER AND RECAPITALIZATION Upon the consummation of the Business Combination, (i) the holders of shares of KWAC’s common stock (“ KWAC Common Stock ”) issued and outstanding immediately prior to the effective time of the Business Combination (other than any redeemed shares) receive one share of common stock of Holdings (“ Holdings Common Stock ”) in exchange for each share of KWAC Common Stock held by them, subject to adjustment as more fully described herein, (ii) 1,100,000 shares of Holdings Common Stock issued to Sponsor placed by Holdings into an escrow account and not released to Sponsor unless the dollar volume-weighted average price of Holdings Common Stock exceeds $12.00 for 20 trading days within any 30 - day trading period during the four-year period following the consummation of the Business Combination, (iii) the holders of each whole warrant to purchase KWAC Class A Common Stock receive one warrant to purchase Holdings Common Stock at an exercise price of $11.50 per share, (iv) 12 million shares of Holdings Common Stock, subject to adjustment as more fully described herein, issued to the equity holders of BMS in proportion to their ownership interests in BMS, (v) an additional 1,100,000 shares of Holdings Common Stock issued to certain equity holders of BMS, (vi) 3,084,450 KWAC Private Placement Warrants held by Sponsor forfeited immediately prior to the effective time of the Business Combination, and (vii) 3,084,450 warrants to purchase Holding Common Stock at an exercise price of $11.50 per share issued to the equity holders of BMS in proportion to their ownership interests in BMS. As a result of the Business Combination, BMS bec me an indirect, wholly-owned subsidiary of Holdings. Additionally, on the Closing Date, Holdings entered into a Subscription Agreement with an investor for the of Redeemable Holdings Series A Stock Series A PIPE ​ 3. MERGER AND RECAPITALIZATION (continued) Holdings applied Nasdaq BCG BCG.W Prior to the mergers, the KWAC Class A Common Stock and KWAC Public Warrants were listed on the OTC Exchange under the symbols “KWAC” and “KWAC.WS,” respectively. On March 26, 2024, Holdings received approval for Holding’s securities to be listed on the Nasdaq Stock Market LLC. Holdings common stock is listed on the Nasdaq Global Market and its warrants will be listed on the Nasdaq Capital Market under the symbols “BCG” and “BCG.W”, respectively.

REVENUES FROM CONTRACTS WITH CU

REVENUES FROM CONTRACTS WITH CUSTOMERS	9 Months Ended
	Sep. 30, 2024
REVENUES FROM CONTRACTS WITH CUSTOMERS
REVENUES FROM CONTRACTS WITH CUSTOMERS	4. REVENUES FROM CONTRACTS WITH CUSTOMERS Revenues from contracts with customers are recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues are analyzed to determine whether the Company is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenues on a net basis) in the contract. Principal or agent designations depend primarily on the control an entity has over the product or service before control is transferred to a customer. The indicators of which party exercises control include primary responsibility over performance obligations before the good or service is transferred and discretion in establishing the price. Commissions Commission revenues represent sales commissions generated by advisors for their clients’ purchases and sales of securities on exchanges and over-the-counter, as well as purchases of other investment products. The Company views the selling, distribution and marketing, or any combination thereof, of investment products to such clients as a single performance obligation to the product sponsors. The Company is the principal for commission revenues, as it is responsible for the execution of the clients’ purchases and sales and maintains relationships with the product sponsors. Advisors assist the Company in performing its obligations. Accordingly, total commission revenues are reported on a gross basis. The Company generates two types of commission revenues: sales-based commissions that are recognized at the point of sale on the trade date and trailing commissions that are recognized over time as earned. Sales-based commission revenues vary by investment product and are based on a percentage of an investment product’s current market value at the time of purchase. Trailing commission revenues are generally based on a percentage of the current market value of clients’ investment holdings in trail-eligible assets, and are recognized over the period during which services, such as ongoing support, are performed. As trailing commission revenues are based on the market value of clients’ investment holdings, the consideration is variable, and an estimate of the variable consideration is constrained due to dependence on unpredictable market impacts. The constraint is removed once the investment holdings value can be determined. Advisory Fees Advisory fees represent fees charged to advisors’ clients’ accounts on the Company’s corporate advisory platform. The Company provides ongoing investment advice, brokerage and execution services on transactions, and performs administrative services for these accounts. This series of performance obligations transfers control of the services to the client over time as the services are performed. These revenues are recognized ratably over time to match the continued delivery of the performance obligations to the client over the life of the contract. The advisory revenues generated from the Company’s corporate advisory platform are based on a percentage of the market value of the eligible assets in the clients’ advisory accounts. As such, the consideration for these revenues is variable and an estimate of the variable consideration is constrained due to dependence on unpredictable market impacts on client portfolio values. The constraint is removed once the portfolio value can be determined. The Company provides advisory services to clients on its corporate advisory platform through the advisor. The Company is the principal in these arrangements and recognizes advisory revenues on a gross basis, as the Company is responsible for satisfying the performance obligations and has control over determining the fees. ​ 4. REVENUES FROM CONTRACTS WITH CUSTOMERS (continued) The following table presents total revenue from contracts with customers disaggregated by investment product for the periods ended September 30 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, Revenue From Contracts With Customers 2024 2023 2024 2023 Variable annuities and other insurance commissions ​ $ 24,873 ​ $ 26,614 ​ $ 74,943 ​ $ 77,455 Mutual fund commissions ​ 5,129 ​ 4,149 ​ 15,037 ​ 13,860 Securities commissions ​ 3,201 ​ 3,165 ​ 8,790 ​ 8,737 Alternative investments ​ 1,577 ​ 1,541 ​ 4,065 ​ 4,060 Advisory fees ​ 6,246 ​ 5,448 ​ 18,250 ​ 16,334 Total Revenue From Contracts With Customers ​ $ 41,026 ​ $ 40,917 ​ $ 121,085 ​ $ 120,446 ​ The following tables presents sales-based and trailing revenues disaggregated by product category for the periods ended September 30 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, Sales-based (Point in time) 2024 2023 2024 2023 Variable annuities and other insurance commissions ​ $ 10,796 ​ $ 13,051 ​ $ 31,826 ​ $ 39,461 Mutual fund commissions ​ 946 ​ 1,198 ​ 3,471 ​ 3,982 Securities commissions ​ 3,201 ​ 3,165 ​ 8,790 ​ 8,737 Alternative investments ​ 1,498 ​ 1,526 ​ 3,971 ​ 4,004 Total Sales Based Revenues ​ $ 16,441 ​ $ 18,939 ​ $ 48,058 ​ $ 56,184 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, Trailing (Over time) 2024 2023 2024 2023 Variable annuities and other insurance commissions ​ $ 14,077 ​ $ 13,564 ​ $ 43,117 ​ $ 37,994 Mutual fund commissions ​ 4,183 ​ 2,951 ​ 11,566 ​ 9,878 Advisory fees ​ 6,246 ​ 5,448 ​ 18,250 ​ 16,334 Alternative investments ​ 80 ​ 15 ​ 95 ​ 56 Total Trailing Revenues ​ 24,585 ​ 21,978 ​ 73,027 ​ 64,262 Total Revenue From Contracts With Customers ​ $ 41,026 ​ $ 40,917 ​ $ 121,085 ​ $ 120,446 ​ Contract Balances The timing of revenue recognition may differ from the timing of payment by the Company’s customers. The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. The Company records a contract asset when the Company has recognized revenue prior to payment but the Company’s right to payment is conditional on something other than the passage of time. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenues (a contract liability) until the performance obligations are satisfied. As of September 30, 2024, and December 31, 2023, the Company had receivables from contracts with customers totaling approximately $10.6 million and $8.9 million, respectively. The opening balance of receivables from contracts with customers was approximately $8.9 million and $8.6 million as of January 1, 2024, and January 1, 2023, respectively. As of September 30, 2024, and December 31, 2023, the Company had no liabilities from contracts with customers. Interest and Other Income The Company earns interest income from client margin accounts and cash equivalents This revenue is not generated from contracts with customers. Additionally, the Company receives marketing fees and sponsorship income.

FAIR VALUE

FAIR VALUE	9 Months Ended
	Sep. 30, 2024
FAIR VALUE
FAIR VALUE	5. FAIR VALUE The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard establishes the following hierarchy used in fair value measurements and expands the required disclosures of assets and liabilities measured at fair value: ● Level 1 - Inputs use quoted unadjusted prices in active markets for identical assets or liabilities that the Company can access. ● Level 2 - Fair value measurements use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. ● Level 3 - Inputs that are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. The inputs or methodology used for valuing assets and liabilities are not necessarily an indication of the risk associated with investing in those assets and liabilities. Certain financial instruments are carried at cost on the statement of financial condition, which approximates fair value due to their short-term, highly liquid nature. The carrying value of debt approximates their fair value since the interest rates on these obligations represent current market rates.

DEBT

DEBT	9 Months Ended
	Sep. 30, 2024
DEBT
DEBT	6. DEBT On April 2, 2020, the Company entered into a Credit Agreement (the “Credit Agreement”) with Oak Street Funding LLC (“Oak Street”) in the amount of $25 million. This note payable bears interest at the prime rate (“ Prime plus 10 3 On April 25, 2021, the Company entered into an additional promissory note with Oak Street in the amount of $4.1 million related to the acquisition of WEG (“WEG Note”). This note payable bears interest at Prime plus 10 Under the Oak Street notes, the Company is subject to certain covenants as defined in the agreements. As of September 30, 2024 and December 31, 2023, the Company was in compliance with all financial related covenants. The minimum payments and maturities of the Oak Street notes as of September 30, 2024, are as follows (in thousands) ​ ​ ​ ​ 2024 $ 598 2025 ​ 2,596 2026 ​ 2,950 2027 ​ 3,344 2028 ​ 3,788 Thereafter ​ 6,434 Total ​ $ 19,710 ​ In connection with the closing of the Business Combination, the Company entered into an amendment to the Credit Agreement with Oak Street providing for, among other things, consenting to the Business Combination, and the payoff and restructuring of certain debt obligations. Additionally, the rate of interest being charged will increase at rate of .15% per annum until the interest rate reaches a maximum of 15.00%, provided that in no event the interest rate will not be less than 10.75% (the “Floor”). Additionally, in connection with the amendment the Company had agreed to pay a fee equal to $0.14 million (the “Deferred Fee”), which was due and payable in the amounts of $0.025 million, which was paid on June 12, 2024 and $0.115 million, which was due and payable on August 12, 2024, respectively. On August 12, 2024, the Company and Oak Street entered into a Letter Agreement Regarding the Deferred Fee which provided for the extension of the August Deferred Fee Date from August 12, 2024 to September 30, 2024. Under the Letter Agreement Regarding the Deferred Fee, the amount of the fee was adjusted to $0.15 million. As of September 30, 2024, the Company had not paid in full its obligations and accordingly paid Oak Street the Deferred Fee. As of and subsequent to September 30, 2024, the Company continues to operate under the Credit Agreement as amended and outlined above. 6. DEBT (continued) The amended Credit Agreement also includes a guarantee provision whereby each of the Company, KWAC, Holdings and MHC Securities, LLC are guarantors under the Credit Agreement. Additionally, certain of the members of the Company provide guarantees under the Credit Agreement.

PROMISSORY NOTES - AFFILIATES

PROMISSORY NOTES - AFFILIATES	9 Months Ended
	Sep. 30, 2024
PROMISSORY NOTES - AFFILIATES
PROMISSORY NOTES - AFFILIATES	7. PROMISSORY NOTES – AFFILIATES On November 30, 2017, BMS issued subordinated promissory notes in the aggregate principal amount of approximately $3.6 million to certain sellers in connection with the acquisition of the PKSH Entities. These notes had a maturity date of May 17, 2023 and accrued interest at a rate of 10% annually. The interest on these notes continued to accrue until such time as these notes were paid or restructured. Additionally, in connection with the acquisition of the PKSH Entities, BMS agreed to pay contingent consideration in the amount of $5.0 million to certain sellers. The conditions related to this contingency were met on November 30, 2018, and thus the notes had been issued to the sellers. These subordinated promissory notes had a maturity date of May 30, 2023, and accrued interest at a rate of 10% annually. The interest on these notes continued to accrue until such time as these notes were paid or restructured. As of December 31, 2023, the amount of principal and accrued interest related to these promissory notes was approximately $12.2 million. Related interest expense was approximately $0 million and $0.3 million for the nine months ended September 30, 2024 and 2023, respectively. In connection with the closing of the Business Combination, the Company paid approximately $3.5 million on these notes. In addition to the paydown, the noteholders agreed to forgive the remaining accrued but unpaid interest of approximately $3.8 million and entered into new promissory notes in the principal amount of approximately $5.3 million in the aggregate. The terms of these new promissory notes provide for maturity on May 15, 2027 and carries an interest rate of Prime plus than

DUE TO MEMBERS

DUE TO MEMBERS	9 Months Ended
	Sep. 30, 2024
DUE TO MEMBERS
DUE TO MEMBERS	8. DUE TO MEMBERS BMS had entered into promissory notes with certain of its members to provide for working capital. As of December 31, 2023, the amount of principal and accrued interest related to these notes were approximately $5.2 million. The notes carried an interest at the rate of 10% and were due on demand. In connection with the closing of the Business Combination, the noteholders agreed to satisfy all outstanding obligations, including the payment of principal and interest, in exchange for an amount of cash equal to approximately $0.9 million, forgiveness of certain other obligations owed to a noteholder and the issuance of 357,000 shares of Common Stock of Binah Capital Group, Inc. ​

SERIES A REDEEMABLE CONVERTIBLE

SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK	9 Months Ended
	Sep. 30, 2024
SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK
SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK	9. SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK On March 15, 2024 (the “Funding Date”), in connection with the consummation of the Business Combination, Holdings and BMS entered into a Subscription Agreement with an investor for the purchase of 1,500,000 shares of Holdings’ Series A Redeemable Convertible Preferred Stock (the “ Holdings Series A Stock Series A PIPE Additionally, the Holdings Series A Stock carries a cumulative dividend at a rate of nine percent (9%) per annum, payable and compounded quarterly on the last day of each quarter. At the discretion of Holdings, the payment may be made in cash or up to 50% of the amount due, in duly authorized, validly issued, fully paid and non-assessable share of Holdings Series A Stock at a value of $10 per share. As of September 30, 2024, the Company paid an in-kind dividend in the amount $0.4 million. ​ 9. SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK (continued) The Holdings Series A Stock has liquidation preferences in the event of a voluntary or involuntary liquidation as follows: ● The greater of $12.50 per share of Holdings Series A Stock if such liquidation occurs prior to the first anniversary of the Funding Date; ● $13.00 per share of Holdings Series A Stock if such liquidation occurs prior to the second anniversary of the Funding Date; ● $15.00 per share of Holdings Series A Stock if such liquidation occurs prior to the third anniversary of the Funding Date; ● $16.00 per share of Holdings Series A Stock if such liquidation occurs prior to the fourth anniversary of the Funding Date. Holdings, at its option, may redeem the Series A Stock on any anniversary of the Funding date up to an including the fourth anniversary of the Funding date at the following redemption prices: ● $11.50 per share of Series A Stock on the first anniversary of the Funding Date; ● $13.00 per share of Series A Stock on the second anniversary of the Funding Date; ● $15.00 per share of Series A Stock on the third anniversary of the Funding Date; ● $16.00 per share of Series A Stock on the fourth anniversary of the Funding Date; If the Series A Stock have not previously been redeemed or converted, the Series A Stock will be redeemed by Holdings on the fourth anniversary of the Funding Date.

SERIES B CONVERTIBLE PREFERRED

SERIES B CONVERTIBLE PREFERRED STOCK	9 Months Ended
	Sep. 30, 2024
SERIES B CONVERTIBLE PREFERRED STOCK
SERIES B CONVERTIBLE PREFERRED STOCK	10. SERIES B CONVERTIBLE PREFERRED STOCK On September 4, 2024, the Company entered into a Subscription Agreement with certain investors for the purchase of 150,000 shares of Holdings’ Series B Convertible Preferred Stock, par value $.0001 (the “ Holdings Series B Stock Additionally, the Holdings Series B Stock carries a cumulative dividend at a rate of nine percent (7%) per annum, payable and compounded quarterly on the last day of each quarter. At the discretion of Holdings, the payment may be made in cash or up to 50% of the amount due, in duly authorized, validly issued, fully paid and non-assessable share of Holdings Series B Stock at a value of $10 per share. The Company may, at its option, in whole, or part, redeem the Holdings Series B Stock any time after the first anniversary of the date of the Subscription Agreement at a redemption price equal to the greater of (i) $12.00 per share of Holdings Series B Stock, plus accrued but unpaid dividends or (A) 1.20 multiplied by (B) the volume weighted average price for 20 trading days during the 30-day period immediately prior to the redemption; provided that such price shall not greater than $20.00.

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2024
WARRANTS
WARRANTS	11. WARRANTS The following table summarizes the warrants outstanding as of September 30, 2024: ​ ​ ​ Class of Warrants Number Outstanding Public warrants 8,588,425 Private placement warrants 6,559,533 Total warrants outstanding 15,147,958 ​ Each whole Warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share. A holder may exercise its warrants only for a whole number of shares of Class A common stock. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Company may redeem the Public Warrants at a price of $0.01 per share if the closing price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period. The Private Warrants cannot be redeemed, even if sold or transferred to a non-affiliate. The Warrants will expire five years after the Closing Date or earlier upon redemption or liquidation. Except as described in this section, the Private Warrants have terms and provisions that are identical to those of the Public Warrants, except the Private Warrants are not subject to redemption, and do not become subject to redemption after transfer to a non-affiliate (a distinction from other private placement warrants issued in connection with SPAC transactions). The Warrants are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. At September 30, 2024

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2024
INCOME TAXES
INCOME TAXES	12. INCOME TAXES As a result of the Reverse Recapitalization, Binah Capital Group, Inc. is the parent company of KWAC, which is the parent company of BMS. KWAC is a corporation and subject to U.S. federal and certain state and local taxes. BMS is treated as a partnership for U.S. federal income tax purposes. KWAC, the PKSH Entities, Cabot Entities and WEG are taxable entities and are subject to federal, state, and local income taxes. Therefore, these consolidated financial statements include an income tax provision for the taxable entities only. The effective tax rate was approximately (46)% for the nine months ended September 30, 2024. The effective income tax rate for the period ended September 30, 2024 differed significantly from the statutory rate primarily due to transaction costs that were incurred as a result of the Reverse Recapitalization. The tax provision is related to the activities of the taxable entities including the PKSH Entities, Cabot Entities and WEG. The Company files income tax returns, including returns for its subsidiaries, with federal and state jurisdictions. The Company is generally not subject to examinations for its federal and state returns for any periods prior to the 2019 tax year. The Company is not currently under examination for any tax years.

NET LOSS PER SHARE

NET LOSS PER SHARE	9 Months Ended
	Sep. 30, 2024
NET LOSS PER SHARE
NET LOSS PER SHARE	13. NET LOSS PER SHARE The Series A and Series B Preferred Stock does not have similar economic rights to the common stock and management does not consider them to be in substance common shares for earnings per share (“EPS”) purposes. As a result, the weighted average Series A and Series B Preferred Stock outstanding during the period was not included in the calculation of weighted average common stock outstanding. The Public and Private Warrants were considered in diluted EPS under the treasury stock method, if dilutive. Management determined that EPS was not presented for periods prior to the Merger as it was not considered to be meaningful. The computation of loss per share and weighted average of the Company’s common stock outstanding for the period from the date of transaction close through September 30, 2024 is as follows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ Three months ​ Nine Months ​ ​ ended September 30, ​ Ended September 30, ​ 2024 2024 Net (loss) $ (1,150) ​ (4,197) Basic and diluted weighted average shares outstanding, common stock ​ 16,602 ​ 16,588 Basic and diluted loss per share of common stock ​ $ (0.07) ​ (0.25) ​ The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share for the period presented as they were anti-dilutive (in thousands) ​ ​ ​ ​ Warrants ​ 15,148 ​

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2024
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	14. COMMITMENTS AND CONTINGENCIES Litigation Certain conditions may exist as of the date the consolidated financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the accompanying consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. The Company is a defendant or respondent in various pending and threatened arbitrations, administrative proceedings and lawsuits seeking compensatory damages. Claim amounts are infrequently indicative of the actual amounts the Company will be liable for, if any. Many of these claimants also seek, in addition to compensatory damages, punitive or treble damages, and all seek interest, costs and fees. These matters arise in the normal course of business. The Company intends to vigorously defend itself in these actions, and the ultimate outcome of these matters cannot be determined at this time. In many lawsuits, arbitrations, and regulatory proceedings, it is not possible to determine whether a liability has been incurred or to estimate the amount of that liability until the matter is close to resolution. However, accruals are reviewed regularly and are adjusted to reflect management’s estimates of the impact of developments, rulings, advice of counsel and any other information pertinent to a particular matter. Because of the inherent difficulty in predicting the ultimate outcome of legal and regulatory actions, management cannot predict with certainty the eventual loss or range of loss related to such matters. The Company believes, based upon current information, that the outcome of any such legal proceeding, claim, dispute, or investigation will not have a material effect on the Company’s financial position, results of operations or cash flows. However, the actual outcomes of such legal proceedings, claims, disputes, or investigations could be material to the Company’s operating results and cash flows for a particular future period as additional information is obtained. Indemnification The activities of the Company’s customers are transacted on either a cash or margin basis through the facilities of its clearing broker. In margin transactions, the clearing broker extends credit to the customers, subject to various regulatory and margin requirements, collateralized by cash and securities in the customer’s account. In connection with these activities, the clearing broker may also execute and clear customer transactions involving the sale of securities not yet purchased. These transactions may expose the Company to significant off-balance sheet risk in the event margin requirements are not sufficient to fully cover losses which the customers may incur. In the event the customers fail to satisfy their obligations to the clearing broker, the Company may be required to compensate the clearing broker for losses incurred on behalf of the customers. The Company, through its clearing broker, seeks to control the risk associated with its customers’ activities by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines. As of September 30, 2024, and December 31, 2023, management of the Company had not been notified by any clearing brokers, nor were they otherwise aware of any potential losses relating to this indemnification.

COMMON STOCK, PREFERRED STOCK A

COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2024
COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY
COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY	15. COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY The Company is authorized to issue 57,500,000 shares consisting of the following: ● 2,000,000 shares of Series A Preferred Stock, par value $0.0001 per share, 1,536,400 shares issued and outstanding as of September 30, 2024; and ● 500,000 shares of Series B Preferred Stock, par value $0.0001 per share, 150,000 shares issued and outstanding as of September 30, 2024; and ● 55,000,000 shares of Common Stock, par value $0.0001 per share, 16,602,460 shares issued and outstanding as of September 30, 2024.

NET CAPITAL REQUIREMENTS

NET CAPITAL REQUIREMENTS	9 Months Ended
	Sep. 30, 2024
NET CAPITAL REQUIREMENTS
NET CAPITAL REQUIREMENTS	16. NET CAPITAL REQUIREMENTS The Company operates four registered broker-dealers that are subject to the SEC Uniform Net Capital Rule (Rule 15c3-1). This requires the Company to maintain certain minimum net capital requirements. As of and for the periods ended September 30, 2024 and December 31, 2023, all broker-dealers had net capital in excess of the required minimums.

CREDIT RISK AND CONCENTRATIONS

CREDIT RISK AND CONCENTRATIONS	9 Months Ended
	Sep. 30, 2024
CREDIT RISK AND CONCENTRATIONS
CREDIT RISK AND CONCENTRATIONS	17. CREDIT RISK AND CONCENTRATIONS Financial instruments that subject the Company to credit risk consist principally of receivables and cash and cash equivalents. The Company performs certain credit evaluation procedures and does not require collateral for financial instruments subject to credit risk. The Company believes that credit risk is limited because the Company routinely assesses the financial strength of its counterparties and, based upon factors surrounding the credit risk of its counterparties, establishes an allowance for credit losses and, consequently, believes that its receivables credit risk exposure beyond such allowances is limited.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	18. SUBSEQUENT EVENTS The Company evaluated subsequent events that occurred after the balance sheet date up to November 14, 2024.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions	Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and impairments of intangible assets and deferred income taxes, allowance for credit losses, and contingencies.
Revenue Recognition	Revenue Recognition Revenues from contracts with customers are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. For additional information see Note 4 - Revenues From Contracts with Customers.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist primarily of cash on deposit and money market funds all of which have original maturities of three months or less. Restricted cash represents cash held by the Company’s lender related to its credit facility. As of September 30, 2024 and December 31, 2023 restricted cash amounted to approximately $0.4 million. The Company regularly maintains cash, cash equivalents and restricted cash that exceed Federal Deposit Insurance Corporation limits. The Company has not experienced any losses and does not believe it is exposed to any significant credit risk from cash.
Receivables	Receivables Receivables, which amounted to approximately $10.3 million and $10.5 million as of January 1, 2024, and 2023, respectively, represent amounts due to the Company from its clearing brokers, clients, financial institutions and other. Receivables consists of unconditional amounts due and are reported at amortized costs. All receivables are uncollateralized.
Financial Instruments - Credit Losses.	Financial Instruments – Credit Losses . Financial Instruments-Credit Losses
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets Goodwill is tested annually for impairment or if certain events occur indicating that the carrying amounts may be impaired. If a qualitative assessment is used and the Company determines that the fair value of a reporting unit is more likely than not (i.e., a likelihood of more than 50%) less than its carrying amount, a quantitative impairment test will be performed. An impairment loss will be recognized if a reporting unit’s carrying amount exceeds its fair value, to the extent that it does not exceed the total carrying amount of goodwill. No impairment of goodwill was recognized for the periods ended September 30, 2024 and 2023. Intangible assets that are deemed to have definite lives are amortized over their useful lives, generally ranging from 5 to 10 years. They are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value. There was no impairment of intangible assets recognized for the periods ended September 30, 2024 and 2023.
Income Taxes	Income Taxes For the periods prior to the Reverse Merger and Recapitalization, BMS was treated as a partnership for income tax purposes and therefore not subject to federal taxes. BMS was subject to certain state and local income taxes. Additionally, KWAC was treated as a corporation and subject to U.S. federal income taxes, in addition to state and local income taxes. Subsequent to the Reverse Merger and Recapitalization, KWAC, a wholly-owned subsidiary of Holdings, is the parent company of BMS, which is treated as a partnership for federal income tax purposes. As a partnership, BMS is itself generally not subject to U.S. federal income tax under current U.S. tax laws, and any taxable income or loss is passed through and included in the taxable income or loss of its members, including KWAC. KWAC is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the items of the net taxable income or loss and any related tax credits of BMS. Additionally, Binah Capital Group, Inc., a corporation, is subject to U.S. federal income taxes, in addition to state and local income taxes. KWAC, the PKSH Entities, Cabot Entities and WEG are taxable entities subject to federal, state, and local income taxes. Therefore, these consolidated financial statements include an income tax provision for the taxable entities only. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company periodically evaluates deferred tax assets and net operating loss carryforwards to determine their recoverability based primarily on the Company’s ability to generate future taxable income. A valuation allowance may be established to reduce deferred tax assets, if it is more likely than not that all, or some portion, of such deferred tax assets will not be realized. The Company accounts for taxes in accordance with the asset and liability method of accounting for income taxes. Under this method, the Company must recognize the tax benefit from an uncertain tax position only if it is “more likely than not” that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.
Net Loss Per Share	Net Loss Per Share Basic earnings per share of common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted net income per share of common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and warrants and conversion of the Company’s preferred stock. Net income (loss) per share is not presented for periods prior to the Merger as such amounts would not be meaningful to users of the financial statements because the equity structure materially changed in connection with the Merger.
Financial Instruments	Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. As a result of the Reverse Recapitalization, the Company has issued and has outstanding warrants. The Company evaluates the warrants, to determine if such instruments should be considered stock-based compensation, pursuant to ASC Topic 718, and if not in the scope of ASC 718, if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The determination of whether the instrument should be classified as stock-based compensation or a derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Warrants issued to non-employees (the “Non-employee Warrants”) were not classified as stock-based compensation as there is no condition of employment such that the granting of the shares does not represent compensation. The Non-employee Warrants are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. Public Warrants to non-employees are measured at fair value on recurring basis, using the market approach based upon the quoted market price of Binah Capital Group, Inc.’s Public Warrants at the end of each reporting period. Private Placement Warrants issued to non-employees are measured at fair value on a recurring basis based upon the quoted price for similar liabilities (Public Warrants issued to non-employees) in active markets as of the end of each period.
Contingent Liabilities	Contingent Liabilities The Company recognizes liabilities for contingencies when there is an exposure that, when fully analyzed, indicates potential losses become probable and can be reasonably estimated. Whether a potential loss is probable and can be reasonably estimated is based on currently available information and is subject to significant judgment, a variety of assumptions and uncertainties. When a potential loss is probable and the loss or range of loss can be estimated, the Company will accrue the most likely amount within that range. No liability is recognized for those matters which, in management’s judgment, the determination of a reasonable estimate of potential loss is not possible, or for which a potential loss is not determined to be probable.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012, and it thus may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures Recently Adopted Accounting Pronouncements There were no new accounting pronouncements during the three months ended September 30, 2024 that materially impacted the Company’s condensed consolidated financial statements and related disclosures.

REVENUES FROM CONTRACTS WITH _2

REVENUES FROM CONTRACTS WITH CUSTOMERS (Tables)	9 Months Ended
	Sep. 30, 2024
REVENUES FROM CONTRACTS WITH CUSTOMERS
Schedule of revenues from contracts with customers disaggregated by product category and timing of transfer	The following table presents total revenue from contracts with customers disaggregated by investment product for the periods ended September 30 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, Revenue From Contracts With Customers 2024 2023 2024 2023 Variable annuities and other insurance commissions ​ $ 24,873 ​ $ 26,614 ​ $ 74,943 ​ $ 77,455 Mutual fund commissions ​ 5,129 ​ 4,149 ​ 15,037 ​ 13,860 Securities commissions ​ 3,201 ​ 3,165 ​ 8,790 ​ 8,737 Alternative investments ​ 1,577 ​ 1,541 ​ 4,065 ​ 4,060 Advisory fees ​ 6,246 ​ 5,448 ​ 18,250 ​ 16,334 Total Revenue From Contracts With Customers ​ $ 41,026 ​ $ 40,917 ​ $ 121,085 ​ $ 120,446 ​ The following tables presents sales-based and trailing revenues disaggregated by product category for the periods ended September 30 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, Sales-based (Point in time) 2024 2023 2024 2023 Variable annuities and other insurance commissions ​ $ 10,796 ​ $ 13,051 ​ $ 31,826 ​ $ 39,461 Mutual fund commissions ​ 946 ​ 1,198 ​ 3,471 ​ 3,982 Securities commissions ​ 3,201 ​ 3,165 ​ 8,790 ​ 8,737 Alternative investments ​ 1,498 ​ 1,526 ​ 3,971 ​ 4,004 Total Sales Based Revenues ​ $ 16,441 ​ $ 18,939 ​ $ 48,058 ​ $ 56,184 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, Trailing (Over time) 2024 2023 2024 2023 Variable annuities and other insurance commissions ​ $ 14,077 ​ $ 13,564 ​ $ 43,117 ​ $ 37,994 Mutual fund commissions ​ 4,183 ​ 2,951 ​ 11,566 ​ 9,878 Advisory fees ​ 6,246 ​ 5,448 ​ 18,250 ​ 16,334 Alternative investments ​ 80 ​ 15 ​ 95 ​ 56 Total Trailing Revenues ​ 24,585 ​ 21,978 ​ 73,027 ​ 64,262 Total Revenue From Contracts With Customers ​ $ 41,026 ​ $ 40,917 ​ $ 121,085 ​ $ 120,446

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2024
DEBT
Summary of minimum calendar year payments and maturities of the Oak Street notes	The minimum payments and maturities of the Oak Street notes as of September 30, 2024, are as follows (in thousands) ​ ​ ​ ​ 2024 $ 598 2025 ​ 2,596 2026 ​ 2,950 2027 ​ 3,344 2028 ​ 3,788 Thereafter ​ 6,434 Total ​ $ 19,710

WARRANTS (Tables)

WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2024
WARRANTS
Summary of warrants outstanding	The following table summarizes the warrants outstanding as of September 30, 2024: ​ ​ ​ Class of Warrants Number Outstanding Public warrants 8,588,425 Private placement warrants 6,559,533 Total warrants outstanding 15,147,958

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2024
NET LOSS PER SHARE
Schedule of computation of loss per share and weighted average of the company's common stock outstanding	The computation of loss per share and weighted average of the Company’s common stock outstanding for the period from the date of transaction close through September 30, 2024 is as follows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ Three months ​ Nine Months ​ ​ ended September 30, ​ Ended September 30, ​ 2024 2024 Net (loss) $ (1,150) ​ (4,197) Basic and diluted weighted average shares outstanding, common stock ​ 16,602 ​ 16,588 Basic and diluted loss per share of common stock ​ $ (0.07) ​ (0.25)
Schedule of securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share	The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share for the period presented as they were anti-dilutive (in thousands) ​ ​ ​ ​ Warrants ​ 15,148 ​

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Restricted Cash	$ 0.4	$ 0.4

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Receivables (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jan. 01, 2024	Dec. 31, 2023	Jan. 01, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Receivables		$ 10,300		$ 10,500
Allowance for credit losses	$ 670		$ 200	$ 200

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Other Intangible Assets (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Other Intangible Assets
Goodwill impairment	$ 0	$ 0
Impairment of finite-lived intangible assets	$ 0	$ 0
Minimum
Goodwill and Other Intangible Assets
Estimated Useful Life	5 years
Maximum
Goodwill and Other Intangible Assets
Estimated Useful Life	10 years

MERGER AND RECAPITALIZATION (De

MERGER AND RECAPITALIZATION (Details)	Mar. 15, 2024 USD ($) item $ / shares shares	Sep. 30, 2024 $ / shares shares
MERGER AND RECAPITALIZATION
Number of warrants for each share		1
Warrant exercise price | $ / shares		$ 11.50
KWAC
MERGER AND RECAPITALIZATION
Number of shares issued for each share in exchange | item	1
Number of shares held in escrow account	1,100,000
Minimum volume-weighted average price | $ / shares	$ 12
Threshold number of trading days for volume-weighted average price	20 days
Trading period for volume-weighted average price	30 days
Period from the consummation of business combination for trading period	4 years
Number of warrants for each share	1
Warrant exercise price | $ / shares	$ 11.50
Number of shares issued	12,000,000
Number of additional shares issued	1,100,000
Number of private placement warrants held by sponsor forfeited	3,084,450
Number of warrants issued	3,084,450
BMS | Series A Redeemable Convertible Preferred Stock
MERGER AND RECAPITALIZATION
Number of shares agreed to sell	1,500,000
Share price | $ / shares	$ 9.60
Aggregate purchase price | $	$ 14,400,000
Conversion shares	1.5

REVENUES FROM CONTRACTS WITH _3

REVENUES FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jan. 01, 2024	Dec. 31, 2023	Jan. 01, 2023
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	$ 41,026	$ 40,917	$ 121,085	$ 120,446
Receivables from contracts with customers	10,600		10,600		$ 8,900	$ 8,900	$ 8,600
Liabilities from contracts with customers	0		0			$ 0
Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	16,441	18,939	48,058	56,184
Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	24,585	21,978	73,027	64,262
Variable annuities and other insurance commissions
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	24,873	26,614	74,943	77,455
Variable annuities and other insurance commissions | Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	10,796	13,051	31,826	39,461
Variable annuities and other insurance commissions | Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	14,077	13,564	43,117	37,994
Mutual fund commissions
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	5,129	4,149	15,037	13,860
Mutual fund commissions | Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	946	1,198	3,471	3,982
Mutual fund commissions | Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	4,183	2,951	11,566	9,878
Securities commissions
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	3,201	3,165	8,790	8,737
Securities commissions | Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	3,201	3,165	8,790	8,737
Alternative investments
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	1,577	1,541	4,065	4,060
Alternative investments | Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	1,498	1,526	3,971	4,004
Alternative investments | Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	80	15	95	56
Advisory fees
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	6,246	5,448	18,250	16,334
Advisory fees | Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	$ 6,246	$ 5,448	$ 18,250	$ 16,334

DEBT (Details)

DEBT (Details) - USD ($) $ in Thousands			9 Months Ended
	Apr. 25, 2021	Apr. 02, 2020	Sep. 30, 2024	Aug. 12, 2024	Jun. 12, 2024	Dec. 31, 2023
Credit Agreement
DEBT
Debt face amount		$ 25,000
variable interest rate		2.25%	8%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]		us-gaap:PrimeRateMember	us-gaap:PrimeRateMember
Effective interest rate			0.15%
Deferred fee			$ 140	$ 115	$ 25
Term of debt		10 years
Term of interest only repayment provision		3 months
Outstanding balance, net of unamortized debt issuance costs			16,200			$ 17,600
Adjusted deferred fees amount			$ 150
Credit Agreement | Minimum
DEBT
Effective interest rate			10.75%
Credit Agreement | Maximum
DEBT
Effective interest rate			15%
WEG Note
DEBT
Debt face amount	$ 4,100
variable interest rate	2.25%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	us-gaap:PrimeRateMember
Term of debt	10 years
Outstanding balance, net of unamortized debt issuance costs			$ 2,900			$ 3,200

DEBT - Maturities of the notes

DEBT - Maturities of the notes (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Maturities of the notes
2024	$ 598
2025	2,596
2026	2,950
2027	3,344
2028	3,788
Thereafter	6,434
Total	$ 19,710

PROMISSORY NOTES - AFFILIATES (

PROMISSORY NOTES - AFFILIATES (Details) - USD ($) $ in Thousands		9 Months Ended
	Mar. 15, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Nov. 30, 2018	Nov. 30, 2017
PROMISSORY NOTES - AFFILIATES
Promissory notes-affiliates		$ 5,313		$ 12,177
Affiliates
PROMISSORY NOTES - AFFILIATES
Interest rate					10%
Contingent consideration					$ 5,000
Promissory notes-affiliates	$ 5,300			$ 12,200
Interest expense		$ 300	$ 300
Repayment of promissory notes	$ 3,500
variable interest rate	1%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	us-gaap:PrimeRateMember
Debt forgiveness	$ 3,800
Affiliates | Minimum
PROMISSORY NOTES - AFFILIATES
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	us-gaap:PrimeRateMember
Effective interest rate	7.50%
Affiliates | Subordinated promissory notes
PROMISSORY NOTES - AFFILIATES
Debt face amount						$ 3,600
Interest rate		10%

DUE TO MEMBERS (Details)

DUE TO MEMBERS (Details) - USD ($) $ in Thousands		9 Months Ended
	Mar. 15, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
RELATED-PARTY TRANSACTIONS
Due to members				$ 5,169
Repayments of notes		$ 1,757	$ 1,619
Members
RELATED-PARTY TRANSACTIONS
Due to members				$ 5,200
Interest rate on notes		10%
Repayments of notes	$ 900
Shares issued in satisfaction of notes payable	357,000

SERIES A REDEEMABLE CONVERTIB_2

SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details) - USD ($)		9 Months Ended
	Mar. 15, 2024	Sep. 30, 2024
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Dividend paid in kind		$ 400,000
Series A Redeemable Convertible Preferred Stock
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Dividend rate	9%
Percentage of dividend paid in shares	50%
Share price	$ 10
Series A Redeemable Convertible Preferred Stock | If liquidation occurs prior to the first anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Liquidation preference per share	12.50
Series A Redeemable Convertible Preferred Stock | If liquidation occurs prior to the second anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Liquidation preference per share	13
Series A Redeemable Convertible Preferred Stock | If liquidation occurs prior to the third anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Liquidation preference per share	15
Series A Redeemable Convertible Preferred Stock | If liquidation occurs prior to the fourth anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Liquidation preference per share	16
Series A Redeemable Convertible Preferred Stock | If redeemed on the first anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redemption price	11.50
Series A Redeemable Convertible Preferred Stock | If redeemed on the second anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redemption price	13
Series A Redeemable Convertible Preferred Stock | If redeemed on the third anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redemption price	15
Series A Redeemable Convertible Preferred Stock | If redeemed on the fourth anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redemption price	$ 16
Series A Redeemable Convertible Preferred Stock | BMS
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Number of shares agreed to sell	1,500,000
Share price	$ 9.60
Aggregate purchase price	$ 14,400,000
Conversion shares	1.5

SERIES B CONVERTIBLE PREFERRE_2

SERIES B CONVERTIBLE PREFERRED STOCK (Details) - Series B Convertible Preferred Stock	Sep. 04, 2024 USD ($) D $ / shares shares	Sep. 30, 2024 $ / shares
SERIES B CONVERTIBLE PREFERRED STOCK
Number of shares issued (in shares) | shares	150,000
Preferred stock par value	$ 0.0001	$ 0.0001
Issue price per share (in $ per share)	$ 10
Aggregate Purchase Price | $	$ 1,500,000
Preferred Stock Conversion, Multiplier for denominator	0.80
Preferred Stock Conversion, Trading Days | D	20
Preferred Stock Conversion, Consecutive trading period | D	30
Preferred Stock Conversion, Minimum Volume Weighted Average Price (in $ per share)	$ 6
Dividend Rate (in %)	7%
Preferred Stock Conversion, Maximum Percentage Of Dividend Payable In Shares	50%
Share price (in $ per share)	$ 10
Preferred Stock Redemption, Multiplier for denominator	1.20
Preferred Stock Redemption, Trading Days | D	20
Preferred Stock Redemption, Consecutive trading period | D	30
Preferred Stock Redemption, Maximum Volume Weighted Average Price (in $ per share)	$ 20
Minimum
SERIES B CONVERTIBLE PREFERRED STOCK
Redemption Price (in $ per share)	$ 12

WARRANTS - Warrant outstanding

WARRANTS - Warrant outstanding (Details)	Sep. 30, 2024 shares
WARRANTS
Warrants outstanding	15,147,958
Public warrants
WARRANTS
Warrants outstanding	8,588,425
Private placement warrants
WARRANTS
Warrants outstanding	6,559,533

WARRANTS (Details)

WARRANTS (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($) D $ / shares shares
WARRANTS
Number of warrants for each share | shares	1
Warrant exercise price	$ 11.50
Number of fractional warrants that will be issued upon separation of the units | shares	0
Warrants price	$ 0.01
Stock price trigger	$ 18
Trading days for redemption of warrant | D	20
Consecutive trading days for redemption of warrant | D	30
Warrants expiration term	5 years
Derivative Liability | $	$ 0.5
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Accounts Payable and Accrued Expenses and Other Liabilities

INCOME TAXES (Details)

INCOME TAXES (Details)	9 Months Ended
	Sep. 30, 2024
INCOME TAXES
Effective tax rate	(46.00%)

NET LOSS PER SHARE - Computatio

NET LOSS PER SHARE - Computation of loss per share and weighted average of the company's common stock outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2024
NET LOSS PER SHARE
Net (loss)	$ (1,150)	$ (736)	$ (2,311)	$ (4,197)
Weighted-average shares for basic	16,602			16,588
Weighted-average shares for diluted	16,602			16,588
Net loss per share basic (in dollars per share)	$ (0.07)			$ (0.25)
Net loss per share diluted (in dollars per share)	$ (0.07)			$ (0.25)

NET LOSS PER SHARE - Securities

NET LOSS PER SHARE - Securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share (Details)	9 Months Ended
	Sep. 30, 2024 shares
NET LOSS PER SHARE
Warrants	15,148

COMMON STOCK, PREFERRED STOCK_2

COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Details) - $ / shares	Sep. 30, 2024	Sep. 04, 2024
COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Number of shares authorized	57,500,000
Preferred stock, shares outstanding	150,000
Common stock shares authorized	55,000,000
Common stock par value	$ 0.0001
Common stock shares issued	16,602,460
Common stock shares outstanding	16,602,460
Series A Redeemable Convertible Preferred Stock
COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Shares of Preferred Stock authorized	2,000,000
Preferred stock par value	$ 0.0001
Preferred stock, shares issued	1,536,400
Preferred stock, shares outstanding	1,536,400
Series B Convertible Preferred Stock
COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Shares of Preferred Stock authorized	500,000
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	150,000
Preferred stock, shares outstanding	150,000