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Cohen & Company Inc. (COHN) reports 2.15M Class B shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cohen & Company Inc. reported receiving 2,151,666 Class B ordinary shares of Columbus Circle Capital Corp. I through a sponsor distribution made on December 3, 2025 for no consideration. The distribution came from Columbus Circle 1 Sponsor Corp, which transferred a total of 8,245,833 Class B ordinary shares and 265,000 private placement units to its members and certain related members.

The Class B ordinary shares will automatically convert into Class A ordinary shares upon the issuer’s initial business combination and are subject to time- and price-based vesting and a six-month transfer lock-up after that closing under existing agreements. Following the transaction, Cohen & Company entities beneficially owned 2,239,166 Class B ordinary shares, including 87,500 shares held by the sponsor over which Cohen & Company, LLC has voting and investment discretion, while both Cohen and Cohen LLC disclaim beneficial ownership beyond any pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Cohen & Company recorded a large, no‑cost sponsor distribution of convertible Class B shares.

The disclosure shows that Columbus Circle 1 Sponsor Corp distributed 8,245,833 Class B ordinary shares and 265,000 private placement units of Columbus Circle Capital Corp. I to its members and certain related members for no consideration. As managing member of the sponsor, Cohen & Company, LLC received 2,151,666 Class B ordinary shares, with Cohen & Company Inc. as its parent.

The Class B ordinary shares will automatically convert into Class A ordinary shares upon the issuer’s initial business combination and are subject to time and price vesting conditions under a Sponsor Letter Agreement effective on December 3, 2025. They are also restricted from transfer for six months after that closing under an Insider Letter Agreement dated May 15, 2025, so actual liquidity depends on when a business combination closes and those vesting conditions are met.

After the distribution, Cohen & Company entities beneficially owned 2,239,166 Class B ordinary shares, which includes 87,500 shares still held by the sponsor where Cohen & Company, LLC has voting and investment discretion. Each of Cohen and Cohen LLC disclaims beneficial ownership of securities held by the sponsor except to the extent of any pecuniary interest, so future disclosures may clarify any changes if additional distributions or conversions occur.

Insider Cohen & Company, LLC, Cohen & Co Inc.
Role 10% Owner | 10% Owner
Type Security Shares Price Value
Other Class B ordinary shares 2,151,666 $0.00 --
Holdings After Transaction: Class B ordinary shares — 2,239,166 shares (Direct)
Footnotes (1)
  1. On December 3, 2025, Columbus Circle 1 Sponsor Corp (the "Sponsor") distributed (i) 8,245,833 of its Class B ordinary shares (the "Class B Ordinary Shares"), par value $0.0001 per share, of Columbus Circle Capital Corp I (the "Issuer") and (ii) all of its 265,000 private placement units (the "Private Placement Units"), each Private Placement Unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Issuer (the "Class A Ordinary Shares") and one-half of one warrant (with each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share) to its members and members of Columbus Circle 1E Sponsor Corporation LLC ("Columbus Circle 1E"), a member of the Sponsor, for no consideration (the "Sponsor Distribution"). Cohen & Company, LLC ("Cohen LLC"), the managing member of the Sponsor, received 2,151,666 Class B Ordinary Shares pursuant to the Sponsor Distribution. Cohen & Company Inc. ("Cohen") is the parent company of Cohen LLC. The Class B Ordinary Shares have no expiration date, will automatically convert into Class A Ordinary Shares upon the closing of the Issuer's initial business combination (the "Closing"), are subject to certain time and price vesting conditions pursuant to the Sponsor Letter Agreement, effective as of December 3, 2025, by and between the Sponsor and ProCap Financial, Inc, and are subject to a six-month lock-up restrictions on transfer following the Closing pursuant to the Insider Letter Agreement, dated May 15, 2025, by and among the Issuer, the Sponsor, and other parties thereto. Includes the 87,500 Class B Ordinary Shares held by the Sponsor, for which Cohen LLC holds voting and investment discretion. Each of Cohen and Cohen LLC disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest each of them may have therein, directly or indirectly.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Cohen & Company, LLC
(Last) (First) (Middle)
3 COLUMBUS CIRCLE
24TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Columbus Circle Capital Corp. I [ BRR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares (1) 12/03/2025 J(1) 2,151,666 (1) (2) Class A ordinary shares 2,151,666(2) $0 2,239,166(1)(3) D(1)
1. Name and Address of Reporting Person*
Cohen & Company, LLC
(Last) (First) (Middle)
3 COLUMBUS CIRCLE
24TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cohen & Co Inc.
(Last) (First) (Middle)
3 COLUMBUS CIRCLE
24TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On December 3, 2025, Columbus Circle 1 Sponsor Corp (the "Sponsor") distributed (i) 8,245,833 of its Class B ordinary shares (the "Class B Ordinary Shares"), par value $0.0001 per share, of Columbus Circle Capital Corp I (the "Issuer") and (ii) all of its 265,000 private placement units (the "Private Placement Units"), each Private Placement Unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Issuer (the "Class A Ordinary Shares") and one-half of one warrant (with each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share) to its members and members of Columbus Circle 1E Sponsor Corporation LLC ("Columbus Circle 1E"), a member of the Sponsor, for no consideration (the "Sponsor Distribution"). Cohen & Company, LLC ("Cohen LLC"), the managing member of the Sponsor, received 2,151,666 Class B Ordinary Shares pursuant to the Sponsor Distribution. Cohen & Company Inc. ("Cohen") is the parent company of Cohen LLC.
2. The Class B Ordinary Shares have no expiration date, will automatically convert into Class A Ordinary Shares upon the closing of the Issuer's initial business combination (the "Closing"), are subject to certain time and price vesting conditions pursuant to the Sponsor Letter Agreement, effective as of December 3, 2025, by and between the Sponsor and ProCap Financial, Inc, and are subject to a six-month lock-up restrictions on transfer following the Closing pursuant to the Insider Letter Agreement, dated May 15, 2025, by and among the Issuer, the Sponsor, and other parties thereto.
3. Includes the 87,500 Class B Ordinary Shares held by the Sponsor, for which Cohen LLC holds voting and investment discretion. Each of Cohen and Cohen LLC disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest each of them may have therein, directly or indirectly.
/s/ Cohen & Company Inc., as a controlling entity of Cohen & Company, LLC by Dennis Crilly, an authorized signatory 12/11/2025
/s/ Cohen & Company Inc. by Dennis Crilly, an authorized signatory 12/11/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Cohen & Company Inc. (COHN) report?

Cohen & Company Inc. reported that its affiliate, Cohen & Company, LLC, received 2,151,666 Class B ordinary shares of Columbus Circle Capital Corp. I on December 3, 2025 through a sponsor distribution made for no consideration.

How many Class B ordinary shares did Cohen & Company LLC receive in the sponsor distribution?

In the sponsor distribution, Cohen & Company, LLC received 2,151,666 Class B ordinary shares of Columbus Circle Capital Corp. I from Columbus Circle 1 Sponsor Corp.

What were the total securities distributed by Columbus Circle 1 Sponsor Corp on December 3, 2025?

On December 3, 2025, Columbus Circle 1 Sponsor Corp distributed 8,245,833 Class B ordinary shares and all of its 265,000 private placement units, each unit consisting of one Class A ordinary share and one-half of one warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share.

What are the key terms of Columbus Circle Capital Corp. I Class B ordinary shares reported by Cohen & Company?

The Class B ordinary shares have no expiration date, will automatically convert into Class A ordinary shares upon the closing of the issuer’s initial business combination, are subject to time and price vesting conditions under a Sponsor Letter Agreement effective December 3, 2025, and are subject to a six-month lock-up on transfer after that closing under an Insider Letter Agreement dated May 15, 2025.

How many Class B ordinary shares are beneficially owned after the reported transaction?

Following the reported transaction, Cohen & Company entities beneficially owned 2,239,166 Class B ordinary shares of Columbus Circle Capital Corp. I, which includes 87,500 Class B ordinary shares held by the sponsor for which Cohen & Company, LLC has voting and investment discretion.

What beneficial ownership disclaimer did Cohen & Company and Cohen & Company, LLC make?

The disclosure states that each of Cohen & Company Inc. and Cohen & Company, LLC disclaims any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest each of them may have in those securities, directly or indirectly.