SCHEDULE 13D/A: Cohen Circle Acquisition Corp. I Amends 13D Filing Following Co-Manager Resignation

Sentiment:

Beneficial Ownership Amendment


Cohen Circle Acquisition Corp. I has filed an Amendment No. 1 to its Schedule 13D, reporting the resignation of Amanda Abrams as co-Manager of Cohen Circle Sponsor I, LLC and Cohen Circle Advisors I, LLC, leading to her cessation as a reporting person.

Summary

  • This document is Amendment No. 1 to the Schedule 13D filed by Cohen Circle Acquisition Corp. I (the "Issuer").
  • It reports the resignation of Amanda Abrams as the co-Manager of Cohen Circle Sponsor I, LLC and Cohen Circle Advisors I, LLC, effective December 30, 2024.
  • As a result of her resignation, Ms. Abrams has ceased to be a Reporting Person for the Issuer's securities.
  • The remaining Reporting Persons, Cohen Circle Sponsor I, LLC, Cohen Circle Advisors I, LLC, and Betsy Z. Cohen, will continue to file Schedule 13D statements as required.
  • Cohen Circle Sponsor I, LLC beneficially owns 4,005,000 shares, representing 12.67% of the class.
  • Cohen Circle Advisors I, LLC beneficially owns 4,345,000 shares, representing 13.74% of the class.
  • Betsy Z. Cohen beneficially owns 8,350,000 shares, representing 26.41% of the class.
  • The beneficial ownership percentages are calculated based on 31,620,000 ordinary shares outstanding as of the IPO closing, comprising 23,000,000 Class A Shares, 715,000 private placement units, and 7,905,000 Class B Shares.
  • Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis at the time of the Issuer's initial business combination, subject to certain adjustments.

Sentiment

Score: 5

Explanation: Neutral. The document is a factual amendment to a Schedule 13D, reporting a change in reporting persons due to a resignation. It contains no positive or negative operational or financial news.

Future Outlook

The Class B ordinary shares held by the reporting persons are expected to automatically convert into Class A ordinary shares on a one-for-one basis at the time of the Issuer's initial business combination, subject to certain adjustments described in the Issuer's charter documents. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.

Management Comments

  • "Ms. Cohen is the Manager of each of Cohen Circle Sponsor I, LLC and Cohen Circle Advisors I, LLC and shares voting and investment power over shares held by those entities and disclaims beneficial ownership over any securities in which she does not have any pecuniary interest."
  • "Ms. Cohen may be deemed to have beneficial ownership of securities reported herein, however, Ms. Cohen disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest she may have therein, directly or indirectly."

Industry Context

This filing is a routine amendment for a Special Purpose Acquisition Company (SPAC) reporting changes in beneficial ownership, which is common as management structures evolve or initial sponsors adjust their roles. It reflects a standard compliance update rather than a strategic or operational shift for the broader industry.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
co-Manager of Sponsor and AdvisorsAmanda AbramsNA2024-12-30Resignation

Legal Proceedings

  • None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
  • None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Stakeholder Impact

  • Shareholders: The change in reporting persons clarifies the beneficial ownership structure, particularly regarding the roles of Cohen Circle Sponsor I, LLC, Cohen Circle Advisors I, LLC, and Betsy Z. Cohen.
  • Management/Employees: Amanda Abrams has resigned from her co-Manager roles, impacting the management structure of the sponsor entities.

Next Steps

  • The remaining Reporting Persons (Cohen Circle Sponsor I, LLC, Cohen Circle Advisors I, LLC, and Betsy Z. Cohen) will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
  • The Class B shares will automatically convert into Class A shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments.

Key Dates

DateDescription
2024-10-15Closing of the Issuer's initial public offering (IPO)
2024-10-17Original Schedule 13D filed by the Reporting Persons
2024-12-30Amanda Abrams resigned as co-Manager of Sponsor and Advisors, ceasing to be a Reporting Person
2025-01-03Date of signing for the Amendment No. 1 to Schedule 13D

Keywords

Cohen Circle Acquisition Corp. I, Schedule 13D, SEC filing, beneficial ownership, Class A Ordinary Shares, Class B Ordinary Shares, SPAC, special purpose acquisition company, management change, Amanda Abrams, Betsy Z. Cohen, Cohen Circle Sponsor I, LLC, Cohen Circle Advisors I, LLC

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