Welcome to our dedicated page for Cohen Company SEC filings (Ticker: COHN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Tracking Cohen & Company’s structured-finance moves is challenging. Their 300-page 10-K details CDO exposures, repo financing and principal trades that rarely appear in headline numbers. If you’ve ever asked, “How do I decode a Cohen & Company annual report 10-K?” or “Where can I see Cohen & Company insider trading Form 4 transactions in real time?”, you already know the problem.
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Cohen & Company Inc. (NYSE American: COHN) filed a Form 8-K to disclose that its affiliated special-purpose acquisition company, Columbus Circle Capital Corp. I (NASDAQ: CCCMU), signed a definitive Business Combination Agreement on 23 June 2025 with ProCap BTC, ProCap Financial and related entities. The agreement would result in ProCap Financial becoming a publicly traded company.
Transaction structure and funding:
- The SPAC completed its May 19 IPO of 25 million units, including 3 million from the underwriters’ over-allotment.
- Concurrent with signing, qualified investors purchased ≈ $516.5 million of non-voting preferred units in ProCap BTC.
- Investors also committed to $235 million in convertible notes to be issued by ProCap Financial at closing.
- Net proceeds are earmarked to acquire bitcoin and for working-capital needs.
Cohen & Company involvement:
- The operating subsidiary (Cohen & Company, LLC) is a managing member of the SPAC’s sponsor, which holds 8.33 million founder shares; ≈ 2.15 million are currently allocated to the operating subsidiary, subject to final determination at closing.
- Its capital-markets division (CCM) served as lead underwriter in the IPO and co-placement agent for both the preferred equity and convertible-note financings.
Next steps: The SPAC and ProCap Financial will file an S-4 registration statement containing a proxy/prospectus; shareholder approval and customary closing conditions remain outstanding. If consummated, each founder share will convert into one share of ProCap Financial.
The filing reiterates extensive forward-looking-statement warnings and highlights standard risk factors, including market volatility, bitcoin price risk, regulatory scrutiny, and dependence on successful deal completion.
Cohen & Company (NYSE:COHN) filed a Form 8-K to report that its broker-dealer subsidiary, J.V.B. Financial Group, LLC, executed a Third Amendment to its existing $15 million revolving loan agreement with Byline Bank.
The amendment extends the maturity and final borrowing date by one year—moving from 18 June 2025 to 18 June 2026—and reduces the required Excess Net Capital covenant to $30 million from $40 million. No other economic terms, including the overall commitment size, interest provisions, or collateral requirements, were changed.
Management therefore preserves access to committed liquidity for an additional 12 months while simultaneously freeing up to $10 million of regulatory capital that can be redeployed within the broker-dealer. The full text of the amendment is provided as Exhibit 10.1. There were no accompanying financial statements, legal proceedings, or risk factor updates included in the filing.
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