Shareholders of Kingswood Acquisition Corp., the special-purpose buyout company sponsored by major shareholders in British wealth management firm Kingswood Group and a sister company of Kingswood US, voted to approve its merger with broker/dealer aggregate Wentworth Management Services.
After the deal closes, former SPAC shareholders will own about 21% of the outstanding shares, while former Wentworth shareholders will own about 79% of the outstanding shares in the new company. The combined firm will operate as Binah Capital Group and trade on the Nasdaq under the ticker symbol BCG.
A Kingswood spokesman declined to comment.
Kingswood launched its SPAC in November 2020, announcing that it had successfully raised $115 million in its initial public offering and would use the proceeds from the public markets to invest in US-based RIAs and wealth management firms. Larry Roth, former CEO of Cetera Financial Group, was brought in as lead director.
In July 2022, Wentworth, which owns four independent broker/dealers, has entered into an agreement to join the SPAC, in a deal that would get strong audiences. Both will join under The newly formed Binah Capital Group, which will have over 1,900 advisors and $25 billion in assets. Binah will be a publicly traded holding company, and Roth will serve as the firm's executive chairman. Wentworth and its broker/dealer subsidiaries, including PKS Investments, will be the market-facing brands. Wentworth CEO Craig Gould will serve as Binah's new chief executive, while David Shane, former chief financial officer of Sanctuary Wealth, will be the company's CFO.
The capital raised from the IPO will be used to clean up Wentworth's balance sheet, hire more advisers and grow the business. An investor presentation outlined a number of Wentworth's referral partners, including Dynasty Financial Partners, Fidelity, Charles Schwab and Focus Financial Partners.
Ryan Morfin, who stepped down as CEO of Wentworth a year ago, was recently suspended by the Financial Industry Regulatory Authority for five months and fined $10,000 for engaging in banking activities without being registered as a representative of the investment bank or without having the necessary exam. FINRA said he also acted in a principal capacity at his firm without registering as such.