BINAH CAPITAL GROUP, INC. Item 7.01 Regulation FD Disclosure
As previously disclosed on
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Item 8.01 Other Events
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 of this Current Report on Form 8-K and is incorporated by reference is a press release issued by the Company in connection with the filing by the Company of a registration statement on Form S-4 under the Securities Act, relating to the Merger Agreement and the transactions contemplated thereby (the "S-4 Registration Statement").
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
About
We are a blank check company incorporated under the laws of the
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between the
Company and Wentworth. This Current Report on Form 8-K does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy or exchange,
any securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. In connection
with the transaction described herein, the Company and Wentworth intend to cause
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the
Participants in the Solicitation
The Company, Holdings, and Wentworth, and their respective directors and
executive officers, may be deemed to be participants in the solicitation of
proxies from the Company's stockholders in connection with the proposed
transaction. Information about the Company's directors and executive officers
and their ownership of the Company's securities is set forth in the Company's
filings with the
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, Holdings or Wentworth, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. The Company's and Wentworth's actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company's and Wentworth's expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from those discussed in
the forward-looking statements. Most of these factors are outside the Company's
and Wentworth's control and are difficult to predict. Factors that may cause
such differences include, but are not limited to: (1) the occurrence of any
event, change, or other circumstances that could give rise to the termination of
the Merger Agreement; (2) the outcome of any legal proceedings that may be
instituted against the Company and Wentworth following the announcement of the
Merger Agreement and the transactions contemplated therein; (3) the inability to
complete the proposed business combination, including due to failure to obtain
approval of the stockholders of the Company and Wentworth, certain regulatory
approvals, or satisfy other conditions to closing in the Merger Agreement; (4)
the occurrence of any event, change, or other circumstance that could give rise
to the termination of the Merger Agreement or could otherwise cause the
transaction to fail to close; (5) the impact of the COVID-19 pandemic on
Wentworth's business and/or the ability of the parties to complete the proposed
business combination; (6) the inability to obtain the listing of Holdings'
ordinary shares on the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description of Exhibits 99.1 Investor Presentation datedDecember 2022 99.2 Press Release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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