Business Context and Reporting Period
This Form 8-K Current Report, dated February 12, 2026, details a significant corporate event for Cohen & Co Inc. (the "Company"). The report focuses on the completion of the Initial Public Offering (IPO) of Columbus Circle Capital Corp. II (the "SPAC"), a blank check company in which the Company's operating subsidiary, Cohen & Company, LLC, holds a controlling interest as the managing member of the SPAC's sponsor.
Key Financial Metrics and Transaction Details
- IPO Proceeds: The SPAC sold 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000.
- Trust Account: The entire $230,000,000 of net proceeds from the IPO and Private Placement was deposited into a trust account.
- Private Placement: The Sponsor purchased 265,000 Placement Units for $2,650,000. Additionally, Cohen & Company Capital Markets (CCM) used its underwriting fee of $3,600,000 to purchase 360,000 Placement Units.
- Underwriting Fees: CCM acted as the lead underwriter and received a fee of $3,600,000, which was reinvested into the Private Placement.
- Founder Shares: The Sponsor holds an aggregate of 7,666,667 founder shares. Approximately 2,442,382 of these are currently allocated to the Operating LLC, though final allocation is pending the consummation of a Business Combination.
- Debt and Loans: The Sponsor loaned approximately $485,000 to cover IPO expenses, which was repaid at closing. The Sponsor and affiliates may commit to loaning up to an additional $1,500,000 for operating expenses, convertible into private placement units at $10.00 per unit.
- Administrative Fees: The SPAC agreed to pay the Operating LLC $10,000 per month for administrative and office support services.
Material Changes and Transaction Structure
The primary material change is the successful execution of the SPAC IPO, including the full exercise of the underwriters' over-allotment option. The transaction structure involves:
- Unit Composition: Each Unit consists of one Class A ordinary share and one-third of one warrant exercisable at $11.50 per share.
- Timeline: The SPAC has 24 months from the IPO to consummate a Business Combination. If unsuccessful, the SPAC will liquidate unless shareholders approve an extension.
- Accounting Treatment: The $2,650,000 invested by the Sponsor was raised from third-party investors and is treated as non-controlling interest by the Operating LLC. The Sponsor's investment is treated as an equity method investment.
- Indemnification: The Sponsor has agreed to indemnify the SPAC for third-party claims that reduce the trust account balance below $10.00 per share, subject to specific exceptions.
Outlook, Risks, and Contingencies
The filing includes extensive forward-looking statements and risk factors relevant to the Company and the SPAC:
- Business Combination Risk: If the SPAC fails to complete a Business Combination within 24 months, the Placement Units will expire and become worthless, and the trust account will be liquidated.
- Market Risks: Risks include general economic declines, inflation, rising interest rates, geopolitical instability, and unfavorable market conditions affecting underwriting revenues.
- Operational Risks: Potential losses from third-party problems, lack of liquidity, litigation, reputational harm, and competitive pressure in the SPAC market.
- Investment Volatility: The value of founder shares in post-business combination companies is volatile and may remain restricted for extended periods.
- Dividend Uncertainty: There is a possibility the Company may stop paying quarterly dividends.
Key Facts for Investor Verification
- Verify the final allocation of founder shares between the Operating LLC and non-controlling interests, as this is not definitively determined until a Business Combination is consummated.
- Monitor the SPAC's progress toward a Business Combination within the 24-month window to assess the risk of liquidation and the potential expiration of Placement Units.
- Review the impact of the $10,000 monthly administrative fee on the SPAC's cash runway and the Operating LLC's revenue stream.
- Assess the Company's exposure to the $1,500,000 potential loan commitment and the convertibility of these loans into equity.
- Confirm the status of the $230,000,000 trust account and any potential withdrawals for tax purposes or dissolution expenses.