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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):
June 23, 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. ¨
As previously disclosed, on May 19, 2025, Columbus Circle Capital
Corp. I (NASDAQ: CCCMU) (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, completed the sale of 25,000,000 units in its initial public offering (the “IPO”),
which included 3,000,000 units issued pursuant to the underwriters’ partial exercise of their over-allotment option. 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 and a member of, Columbus Circle 1 Sponsor Corp LLC, the sponsor of the SPAC (the
“Sponsor”). Cohen & Company Capital Markets (“CCM”), a division of J.V.B. Financial Group, LLC,
and an indirect subsidiary of the Operating LLC, acted as the lead underwriter in the IPO.
On June 23, 2025, the SPAC issued a press release announcing that the
SPAC entered into a definitive business combination agreement (the “Business Combination Agreement”), dated as of June 23,
2025 (the “Signing Date”), with ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), and 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 (“Seller”).
Pursuant to the transactions contemplated by the Business Combination
Agreement (the “Business Combination”), the SPAC and ProCap BTC will merge into SPAC Merger Sub and Company Merger Sub, respectively,
and become wholly-owned subsidiaries of ProCap Financial, and ProCap Financial will become a publicly traded company. Proceeds from the
proposed Business Combination, if any, after satisfaction of redemption payments to the SPAC’s public shareholders and transaction
expenses, are expected to be used by ProCap Financial to purchase bitcoin, in connection with ProCap Financial’s business plans
and strategies.
In connection with the execution of the Business Combination Agreement,
(a) certain “qualified investors” (defined to include “qualified institutional buyers”, as defined in Rule 144A
of the Securities Act, and institutional “accredited investors”, as defined in Rule 506 of Regulation D) were issued non-voting
preferred units of ProCap BTC (“Preferred Units”) in a private placement of such Preferred Units consummated immediately prior
to the execution of the Business Combination Agreement, in an aggregate amount of approximately $516.5 million (the “Preferred Equity
Investment”), and (b) certain qualified investors agreed to purchase convertible notes (“Convertible Notes”) issuable
upon the Closing by ProCap Financial, with an aggregate principal amount of approximately $235 million (the “Convertible Note Financing”
and, together with the Preferred Equity Investment and the Business Combination, the “Proposed Transactions”). The net proceeds
from the Convertible Notes will be utilized by ProCap Financial for purposes of acquiring bitcoin, collateral under the Convertible Notes
and for working capital purposes. The proceeds from the Preferred Equity Investment will be utilized, within 15 days following the Signing
Date, to purchase bitcoin assets pursuant to a custodial arrangement with Anchorage Digital Bank N.A.
CCM acted as a co-placement agent in connection with the Convertible
Note Financing and the Preferred Equity Investment.
As previously disclosed, the Sponsor holds an aggregate of 8,333,333
founder shares in the SPAC. Further, certain non-controlling interests in the Sponsor, including executives and key employees of the Operating
LLC, purchased membership interests in the Sponsor, either directly or indirectly, and have an interest in the SPAC’s founder shares
through such membership interests in the Sponsor. The number of the SPAC’s founders shares in which such non-controlling interests
in the Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Sponsor will not be
finally and definitively determined unless and until consummation of the Business Combination (the “Closing”). The number
of the SPAC’s founder shares currently allocated to the Operating LLC is approximately 2,150,000, but such number of founder shares
will also not be finally and definitively determined unless and until the Closing occurs. If the Closing occurs, each founder share held
by the Sponsor, including those allocated to the Operating LLC, will be converted into one share of common stock in ProCap Financial.
Additional Information and Where to Find It
ProCap Financial and the SPAC intend to file with the U.S. Securities
and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”),
which will include a preliminary proxy statement of the SPAC and a prospectus (the “Proxy Statement/Prospectus”) in connection
with the Proposed Transactions. The definitive proxy statement and other relevant documents will be mailed to shareholders of the SPAC
as of a record date to be established for voting on the Proposed Transactions and other matters as described in the Proxy Statement/Prospectus.
The SPAC and/or ProCap Financial will also file other documents regarding the Proposed Transactions with the SEC. This Current Report
on Form 8-K does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended
to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, SHAREHOLDERS OF THE SPAC AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS,
AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH
THE SEC IN CONNECTION WITH THE SPAC’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD
TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE SPAC, PROCAP BTC, PROCAP FINANCIAL AND THE PROPOSED TRANSACTIONS. Investors and security holders will
also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will
be filed with the SEC by the SPAC and ProCap Financial, without charge, once available, on the SEC’s website at www.sec.gov or by
directing a request to: Columbus Circle Capital Corp. I, 3 Columbus Circle, 24th Floor, New York, NY 10019; e-mail: IR@ColumbusCircleCap.com,
or upon written request to ProCap Financial Inc. at 600 Lexington Ave., Floor 2, New York, NY 10022, respectively.
Forward-Looking Statements
This Current Report on Form 8-K contains certain statements, estimates,
and forecasts with respect to future performance and events. These statements, estimates, and forecasts are “forward-looking statements.”
In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,”
“might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “seek,” or “continue” or the negatives
thereof or variations thereon or similar terminology. All statements other than statements of historical fact included in this Current
Report on Form 8-K are forward-looking statements and are based on various underlying assumptions and expectations and are subject
to known and unknown risks, uncertainties, and assumptions, and may include projections of the Company’s future financial performance
based on the Company’s growth strategies and anticipated trends in the Company’s business. These statements are based on the
Company’s current expectations and projections about future events. There are important factors that could cause the Company’s
actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance,
or achievements expressed or implied in the forward-looking statements including, but not limited to, those discussed under
the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition” in the Company’s
filings with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s website at www.sec.gov
and the Company’s website at www.cohenandcompany.com/investor-relations/sec-filings. Such risk factors include the following: (a)
a decline in general economic conditions or the global financial markets, including those caused by inflation, raising interest rates,
and the current geopolitical situation, (b) unfavorable market conditions may lead to a reduction in revenues from the Company’s
new issue and advisory revenues, including from underwriting and placement activities, (c) losses caused by financial or other problems
experienced by third parties, (d) losses due to unidentified or unanticipated risks, (e) a lack of liquidity, i.e., ready access to funds
for use in the Company’s businesses, (f) the ability to attract and retain personnel, (g) litigation and regulatory proceedings,
(h) reputational harm due to losses or the Company’s inability to sell securities the Company purchases as an underwriter at the
anticipated price levels, (i) competitive pressure, (j) an inability to generate incremental income from new or expanded businesses, (k)
unanticipated market closures or effects due to inclement weather or other disasters, (l) losses (whether realized or unrealized) on the
Company’s principal investments, (m) the possibility that payments to the Company of subordinated management fees from its collateralized
debt obligations (CDOs) will continue to be deferred or will be discontinued, (n) the possibility that the Company’s stockholder
rights plan may fail to preserve the value of the Company’s deferred tax assets, whether as a result of the acquisition by a person
of 5% of the Company’s common stock or otherwise, (o) the Company’s reduction in the volume of its investments into SPACs,
(p) the difficulty in identifying potential business combinations as a result of increased competition in the SPAC market, (q) the value
of the Company’s holdings of founders shares in post-business combination companies is volatile and may decline and the possibility
that significant portions of the founder shares may remain restricted for a long period of time, (r) the possibility that the Company
will stop paying quarterly dividends to its stockholders, and (s) the impacts of rising interest rates and inflation. Additionally, with
respect to the Proposed Transactions, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding
ProCap BTC, ProCap Financial, the SPAC and the Proposed Transactions, statements regarding the anticipated benefits and timing of the
completion of the Proposed Transactions, the assets that may be held by ProCap BTC and ProCap Financial and the value thereof, the price
and volatility of bitcoin, bitcoin’s growing prominence as a digital asset and as the foundation of a new financial system, ProCap
Financial’s listing on any securities exchange, the satisfaction of closing conditions to the Proposed Transactions and the level
of redemptions of the SPAC’s public shareholders, and ProCap Financial’s expectations, intentions, strategies, assumptions
or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. Many
factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K,
including, but not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely
affect the price of the SPAC’s securities; the risk that the Proposed Transactions may not be completed by the SPAC’s business
combination deadline; the failure by the parties to the the Proposed Transactions to satisfy the conditions to the consummation of the
Proposed Transactions, including the approval of the SPAC’s shareholders; failure to realize the anticipated benefits of the Proposed
Transactions; the level of redemptions of the SPAC’s public shareholders which may reduce the public float of, reduce the liquidity
of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of the SPAC or the shares
of ProCap Financial common stock to be listed in connection with the Proposed Transactions; the failure of ProCap Financial to obtain
or maintain the listing of its securities on any securities exchange after Closing of the Proposed Transactions, and those risk factors
discussed in documents that ProCap Financial and/or the SPAC filed, or that will be filed, with the SEC, including as will be set forth
in the Registration Statement to be filed with the SEC in connection with the Proposed Transactions. As a result, there can be no assurance
that the forward-looking statements included in this Current Report on Form 8-K will prove to be accurate or correct. In light
of these risks, uncertainties, and assumptions, the future performance or events described in the forward-looking statements in
this Current Report on Form 8-K might not occur. Accordingly, you should not rely upon forward-looking statements as a prediction
of actual results and the Company does not undertake any obligation to update any forward-looking statements, whether as a result
of new information, future events, or otherwise.
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: June 25, 2025 |
By: |
|
/s/ Joseph W. Pooler, Jr. |
| |
|
Name: |
Joseph W. Pooler, Jr. |
| |
|
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
