Cohen & Company (NASDAQ: COHN) converts SPAC founder stake into ProCap Financial stock

Rhea-AI Filing Summary

Cohen & Company Inc. reported the closing of a previously announced SPAC business combination involving Columbus Circle Capital Corp. I and ProCap BTC, LLC, with ProCap Financial, Inc. as the go-forward company. At closing on December 5, 2025, the SPAC and ProCap BTC merged into subsidiaries of ProCap Financial, whose common stock and warrants began trading on The Nasdaq Global Market under the symbols “BRR” and “BRRWW” on December 8, 2025.

The SPAC sponsor, in which Cohen’s operating subsidiary is the managing member, had held 8,333,333 founder shares that were converted into ProCap Financial common stock. These ProCap Shares are subject to transfer restrictions that end at the earlier of the second anniversary of closing, the stock trading at or above $10.21 for 20 days within 30 trading days, or Bitcoin’s volume‑weighted average price reaching $140,000 over a specified 120‑hour period. Cohen’s Operating LLC received approximately 2,150,000 ProCap Financial shares, and certain executives and key employees also received shares previously held by the sponsor.

Insights

Equity analyst – SPAC sponsor economics

Cohen’s SPAC sponsor stake converts into ProCap Financial shares with performance-based lockups.

Cohen & Company, through its Operating LLC, sponsored Columbus Circle Capital Corp. I and now holds equity in the SPAC’s merger target, ProCap Financial. The sponsor’s 8,333,333 founder shares converted into ProCap Financial common stock at closing, with the Operating LLC receiving approximately 2,150,000 shares. This ties part of Cohen’s value to the post‑merger performance of ProCap Financial and the broader Bitcoin ecosystem.

The ProCap Shares are subject to layered transfer restrictions. They lapse on the earlier of the second anniversary of closing, ProCap Financial’s stock trading at or above $10.21 for 20 days in a 30‑day period, or Bitcoin’s dollar volume‑weighted average price reaching $140,000 during a 120‑hour window within a five‑day period. These conditions mean liquidity timing depends on both equity and crypto market outcomes.

ProCap Financial’s common stock and warrants began trading on Nasdaq under the symbols “BRR” and “BRRWW” on December 8, 2025, creating a public market reference for the converted founder shares. Future disclosures from Cohen & Company and ProCap Financial will help clarify how these holdings evolve and how much they contribute to Cohen’s overall results.

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Registrant Name Cohen & Co Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 5, 2025

Cohen & Company Inc.

(Exact name of registrant as specified in its charter)

Maryland		1-32026		16-1685692
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Cira Centre 2929 Arch Street, Suite 1703 Philadelphia, Pennsylvania		19104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		COHN		The NYSE American Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 8.01 Other Events.

As previously disclosed, on June 23, 2025, Columbus Circle Capital Corp. I (the “SPAC”), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, entered into a definitive business combination agreement (as amended on July 28, 2025, the “Business Combination Agreement”), with ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), ProCap Financial, Inc., a Delaware corporation (“ProCap Financial”), Crius SPAC Merger Sub, Inc., a Delaware corporation (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), and Inflection Points Inc, d/b/a Professional Capital Management, a Delaware corporation.

Cohen & Company, LLC (the “Operating LLC”), the operating subsidiary of Cohen & Company Inc., a Maryland corporation (the “Company”), owns a portion of, and serves as the managing member of, Columbus Circle 1 Sponsor Corp LLC, which served as the sponsor of the SPAC (the “Sponsor”).

On December 5, 2025, the transactions contemplated by the Business Combination Agreement were consummated (the “Closing”). Upon the Closing, the SPAC and ProCap BTC merged into SPAC Merger Sub and Company Merger Sub, respectively, and became wholly-owned subsidiaries, ProCap Financial is the go-forward company following the Closing. ProCap Financial’s common stock and warrants commenced trading on The Nasdaq Global Market on December 8, 2025 under the symbol “BRR” and “BRRWW”, respectively.

As previously disclosed, the Sponsor held an aggregate of 8,333,333 founder shares in the SPAC, substantially all of which were distributed to members prior to the Closing. In connection with the Closing, these SPAC founder shares were converted into shares of ProCap Financial’s common stock (the “ProCap Shares”). In addition to existing restrictions agreed upon in connection with SPAC’s initial public offering, the ProCap Shares are subject to certain transfer restrictions, which restrictions will lapse and the ProCap Shares will no longer be subject to these transfer restrictions upon the earliest to occur of the following (i) the second anniversary of the Closing, (ii) if the closing price of ProCap Financial’s common stock equals or exceeds $10.21 per share (subject to customary adjustments) for any 20 trading days within any consecutive 30-trading day period, and (iii) if the dollar volume-weighted average price for Bitcoin (BTC) during any one hundred twenty (120)-hour period equals or exceeds $140,000 during any five-day period.

Certain executives and key employees of the Operating LLC, who had purchased membership interests in the Sponsor either directly or indirectly, received ProCap Financial Shares that were previously held by the Sponsor. The number of the ProCap Shares received by the Operating LLC was approximately 2,150,000 ProCap Shares.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COHEN & COMPANY INC.
Date: December 8, 2025	By:		/s/ Joseph W. Pooler, Jr.
		Name:	Joseph W. Pooler, Jr.
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What SPAC transaction involving COHN was disclosed in this 8-K filing?

The filing describes the closing of a business combination in which Columbus Circle Capital Corp. I and ProCap BTC, LLC merged into subsidiaries of ProCap Financial, Inc., which became the go-forward public company.

How many ProCap Financial shares did Cohen & Company’s operating subsidiary receive?

Cohen & Company’s operating subsidiary, the Operating LLC, received approximately 2,150,000 ProCap Financial common shares that were previously held by the SPAC sponsor.

What transfer restrictions apply to the ProCap Financial shares received in the SPAC deal?

The ProCap Shares are subject to transfer restrictions that end at the earlier of: (i) the second anniversary of closing, (ii) ProCap Financial’s stock closing price at or above $10.21 for 20 days within any 30‑trading‑day period, or (iii) Bitcoin’s dollar volume‑weighted average price reaching $140,000 during any 120‑hour period within a five‑day span.

When did ProCap Financial start trading publicly and under what tickers?

Following the closing on December 5, 2025, ProCap Financial’s common stock and warrants began trading on The Nasdaq Global Market on December 8, 2025 under the symbols “BRR” for common stock and “BRRWW” for warrants.

How were Columbus Circle SPAC founder shares treated in the transaction involving COHN?

The SPAC sponsor, in which Cohen’s Operating LLC is the managing member, held 8,333,333 founder shares. In connection with the closing, these founder shares were converted into shares of ProCap Financial common stock, with most distributed to sponsor members before closing.

Did Cohen & Company executives or employees personally receive ProCap Financial shares?

Yes. Certain executives and key employees of Cohen’s Operating LLC, who had purchased membership interests in the SPAC sponsor, received ProCap Financial shares that were previously held by the sponsor.