Form 4: Cohen & Co. Increases Stake in Columbus Circle Capital I

Cohen & Company, LLC and its parent Cohen & Co Inc. report increased beneficial ownership of Columbus Circle Capital Corp. I Class B ordinary shares following a sponsor distribution.

Summary

• Cohen & Company, LLC, the managing member of Columbus Circle 1 Sponsor Corp (the "Sponsor"), received 2,151,666 Class B Ordinary Shares of Columbus Circle Capital Corp I (the "Issuer") on December 3, 2025.
• This distribution was part of a larger Sponsor Distribution where the Sponsor distributed 8,245,833 Class B ordinary shares and 265,000 private placement units to its members and members of Columbus Circle 1E Sponsor Corporation LLC for no consideration.
• Cohen & Company Inc. ("Cohen") is the parent company of Cohen & Company, LLC ("Cohen LLC").
• Following the reported transaction, Cohen LLC beneficially owns 2,239,166 Class B Ordinary Shares, which includes 87,500 Class B Ordinary Shares held by the Sponsor for which Cohen LLC holds voting and investment discretion.
• The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares upon the closing of the Issuer's initial business combination.
• These Class B shares are subject to certain time and price vesting conditions as per the Sponsor Letter Agreement, effective December 3, 2025, between the Sponsor and ProCap Financial, Inc.
• A six-month lock-up restriction on transfer applies to these shares following the closing of the initial business combination, as per the Insider Letter Agreement dated May 15, 2025.

Sentiment

Score: 6

Explanation: Slightly positive as it indicates increased beneficial ownership by key insiders, though it's a routine internal distribution within the sponsor group rather than an open market purchase.

Positives

• Increased beneficial ownership by Cohen & Company, LLC and its parent Cohen & Co Inc., indicating continued alignment of interests with the Issuer's future performance.

Risks

• The conversion of Class B Ordinary Shares into Class A Ordinary Shares is contingent upon the closing of the Issuer's initial business combination.
• Class B Ordinary Shares are subject to specific time and price vesting conditions, which could affect their value and the timing of full ownership.
• A six-month lock-up restriction on transfer applies to the Class B Ordinary Shares following the closing of the initial business combination, limiting liquidity for that period.

Future Outlook

Class B ordinary shares held by the reporting persons will automatically convert into Class A ordinary shares upon the closing of the Issuer's initial business combination. This conversion is subject to specific time and price vesting conditions and a six-month lock-up restriction on transfer following the closing.

Industry Context

This filing is a routine disclosure for a Special Purpose Acquisition Company (SPAC) sponsor group, detailing changes in beneficial ownership of founder shares (Class B ordinary shares) as part of the internal structure and distribution among sponsor members. Such filings are common as SPACs progress towards an initial business combination.

Related Party Transactions

• Distribution of 8,245,833 Class B ordinary shares and 265,000 private placement units from Columbus Circle 1 Sponsor Corp to its members, including Cohen & Company, LLC, for no consideration.

Stakeholder Impact

• Increased beneficial ownership by the sponsor group may signal continued alignment of interests with public shareholders, potentially fostering confidence in the company's future direction.

Next Steps

• Closing of the Issuer's initial business combination, which will trigger the conversion of Class B ordinary shares to Class A ordinary shares and activate vesting and lock-up conditions.

Key Dates

Keywords

Cohen & Company, Columbus Circle Capital Corp. I, BRR, Form 4, Beneficial Ownership, Insider Trading, Class B Shares, SPAC, Sponsor Distribution, Equity Ownership, Vesting Conditions, Lock-up Restrictions