Cohen & Co Inc. 8-K

What Happened

• On February 12, 2026 Cohen & Company, LLC’s Operating LLC (a subsidiary of Cohen & Co Inc.) disclosed it is a managing member of Columbus Circle 2 Sponsor Corp LLC, the sponsor of Columbus Circle Capital Corp. II (NASDAQ: CMIIU), which completed an IPO of 23,000,000 units for gross proceeds of $230,000,000. Cohen & Company Capital Markets (CCM), the firm’s broker-dealer division, acted as lead underwriter in the offering.
• Each Unit sold in the IPO was $10 and consisted of one Class A ordinary share plus one‑third of a warrant (whole warrants exercisable at $11.50). The Sponsor purchased 265,000 private Placement Units for $2,650,000; CCM applied $3,600,000 of its underwriting fee to buy 360,000 Placement Units.

Key Details

• IPO closing date: February 12, 2026; totals: 23,000,000 Units; $10 per Unit; $230,000,000 gross proceeds (includes 3,000,000 over‑allotment units).
• Trust account: $230,000,000 of net proceeds placed in trust; funds released only upon a successful business combination or certain redemptions (SPAC has 24 months to complete a deal unless extended).
• Sponsor / ownership: Sponsor holds 7,666,667 founder shares; Operating LLC currently allocated 2,442,382 founder shares (final allocation subject to consummation of a business combination). The Sponsor’s $2.65M was raised from third‑party investors and treated as non‑controlling interest by the Operating LLC.
• Loans & agreements: Sponsor loaned ~$485,000 to cover IPO expenses (repaid at closing) and may lend up to $1,500,000 post‑IPO (convertible into 150,000 private units and 50,000 placement warrants). An Administrative Services Agreement (dated Feb 11, 2026) commits the SPAC to pay the Operating LLC $10,000/month for shared services.

Why It Matters

• For investors, the filing shows Cohen & Co’s direct economic and contractual involvement in a newly public SPAC — both as a sponsor interest (founder shares and placement units) and as lead underwriter through CCM. This creates potential upside exposure to future deal value but also subjects the firm to restrictions (e.g., transfer limits on placement units/founder shares) and the trust‑account mechanics that govern investor redemptions.
• Financially, underwriting fees, placement unit purchases, and the monthly administrative fee are concrete revenue or investment items that may affect Cohen & Co’s near‑term results and balance sheet presentation (Operating LLC consolidates the Sponsor and treats the sponsor investment as an equity method investment; third‑party funds are non‑controlling interest).
• The SPAC structure limits liquidity of invested funds until a business combination or redemption event and includes convertible loan rights and indemnity provisions that could affect future cash flows or obligations disclosed in Cohen & Co’s filings.