Form 4: Cohen & Co. Reports Ownership Shift in Columbus Circle I

Cohen & Company, LLC and its parent, Cohen & Co Inc., reported changes in their beneficial ownership of Columbus Circle Capital Corp. I shares following a sponsor distribution.

Summary

• Cohen & Company, LLC and Cohen & Co Inc. filed a Form 4 reporting changes in beneficial ownership of Columbus Circle Capital Corp. I (BRR) securities.
• On December 3, 2025, Columbus Circle 1 Sponsor Corp (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, LLC, as the managing member of the Sponsor, received 2,151,666 Class B Ordinary Shares as part of this distribution.
• Cohen & Company Inc. is the parent company of Cohen & Company, LLC.
• Following the reported transaction, Cohen & Company, 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 business combination, as per the Insider Letter Agreement dated May 15, 2025.

Sentiment

Score: 5

Explanation: This is a neutral, factual report of an ownership change within the sponsor group, not an operational or financial performance update for the issuer.

Positives

• Cohen & Company, LLC received 2,151,666 Class B Ordinary Shares for no consideration, increasing its beneficial ownership in the Issuer.

Negatives

• NA

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, introducing uncertainty regarding the timing and occurrence of this event.
• Class B Ordinary Shares are subject to time and price vesting conditions, which could affect the ultimate value and liquidity for the reporting persons.
• A six-month lock-up restriction on transfer following the business combination's closing limits the liquidity of the Class B Ordinary Shares for the reporting persons during that period.

Future Outlook

The Class B Ordinary Shares held by Cohen & Company, LLC are expected to convert into Class A Ordinary Shares upon the closing of Columbus Circle Capital Corp. I's initial business combination. This conversion is subject to specific time and price vesting conditions and a six-month post-closing lock-up period.

Industry Context

This Form 4 filing is typical for Special Purpose Acquisition Companies (SPACs) as they approach or complete their initial business combination, often involving the restructuring or distribution of founder shares (Class B shares) among sponsor entities and their affiliates. Such filings provide transparency into the ownership structure of the sponsor group.

Corporate Governance

Related Party Transactions

• Columbus Circle 1 Sponsor Corp (the "Sponsor"), of which Cohen & Company, LLC is the managing member, distributed Class B ordinary shares and private placement units to its members, including Cohen & Company, LLC, for no consideration. Cohen & Co Inc. is the parent company of Cohen & Company, LLC.

Stakeholder Impact

• Shareholders: The distribution clarifies the beneficial ownership structure within the sponsor group, which could impact future voting power and control dynamics.
• Reporting Persons (Cohen & Company, LLC and Cohen & Co Inc.): Increased beneficial ownership of Class B Ordinary Shares, subject to future conversion, vesting, and lock-up conditions.

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 conditions and lock-up restrictions.

Key Dates

Keywords

Form 4, beneficial ownership, insider trading, SPAC, Columbus Circle Capital Corp. I, Cohen & Company, Class B ordinary shares, private placement units, sponsor distribution