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Larry Roth
Larry Roth

Kingswood SPAC Shareholders Vote to Approve Merger With B/D Aggregator Wentworth

The combined firm will operate as Binah Capital Group and trade on the Nasdaq under the symbol BCG. Larry Roth will serve as executive chairman.

Shareholders of Kingswood Acquisition Corp., the special purpose acquisition company sponsored by the major shareholders in British wealth management firm Kingswood Group and a sister company to Kingswood U.S., voted to approve its merger with broker/dealer aggregator Wentworth Management Services.

Once the deal is closed, the SPAC’s former shareholders will own about 21% of the outstanding shares, while Wentworth’s former stockholders 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 symbol BCG.

A spokesman for Kingswood declined to comment.

Kingswood launched its SPAC in November 2020, announcing it had successfully raised $115 million in its initial public offering and would use proceeds from the public markets to invest in U.S.-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, entered into an agreement to merge with the SPAC, in a deal that would take the firm public. The two will merge under the newly created 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 executive chairman of the firm. 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, the 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 advisors and grow the business. An investor presentation outlined a number of Wentworth 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 registering as an investment banking representative or having the requisite exam. FINRA said he also acted in a principal capacity at his firm without registering as such.

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