Cohen & Co Inc.
For the period ended Mar 31, 2026. Filed May 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 4, 2026
COHN$10.19+1.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001437749-25-033482
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-04.
0001437749-26-014604
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 280 previous paragraphs and 183 current paragraphs.
96 unchanged; 58 reworded; 28 added; 90 removed; 36 previous and 1 current paragraphs rearranged.
Tables are not compared: 44 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
Volatile Interest Rates, Dollar Weakness, and Inflation
Current report
The U.S. macroeconomic environment during the period was characterized by persistent interest rate volatility, continued inflationary pressure, and periods of U.S. dollar weakness. These conditions generally influenced investor sentiment, trading volumes, and pricing dynamics across fixed income markets, which in turn affected our operating results during the periods presented. Interest rate volatility remained elevated as market participants reacted to changes in monetary policy expectations, shifts in economic growth indicators, and evolving inflation data. Heightened rate movements contributed to fluctuating levels of liquidity and spread dispersion across the fixed income securities in which we transact. While volatility can create trading opportunities for our business, it can also reduce market depth and widen bid‑ask spreads, which may increase transaction costs and adversely impact our ability to efficiently manage positions. Our performance is significantly influenced by the pace of U.S. mortgage activity. Mortgage origination volumes, refinancing activity, and overall housing market conditions all affect the supply, prepayment behavior, and relative value of mortgage‑related securities. Periods of rising interest rates or increased rate uncertainty tend to slow mortgage activity, which can reduce trading flows and dampen client demand for certain mortgage‑backed products. Conversely, periods of declining rates or stabilizing rate expectations generally support higher mortgage activity and improved trading conditions in these markets.
Current report
Although the U.S. dollar experienced periods of weakness against major currencies during the periods presented, we have limited direct exposure to foreign currency fluctuations. As a result, dollar movements had a minimal impact on our financial results. However, broad macroeconomic trends associated with currency movements—such as changes in global capital flows or investor risk appetite—can indirectly affect liquidity and pricing in U.S. fixed income markets.
Current report
Inflation remained above historical norms for much of the periods presented, influencing U.S. Federal Reserve policy actions and contributing to the overall rate environment. Elevated inflation increased uncertainty around the trajectory of short‑ and long‑term interest rates, reinforcing the volatility observed across fixed income markets. These conditions required ongoing adjustments to our risk management strategies, including reassessment of interest rate hedges, duration exposure, and balance sheet positioning. Overall, the combination of volatile interest rates, dollar weakness, and persistent inflation shaped the trading environment for our business. While these factors created both challenges and opportunities, we continued to monitor macroeconomic developments closely and adapt our trading, risk management, and liquidity strategies in response to evolving market conditions.
Current report
Recent Developments in the Middle East
Current report
Beginning in February 2026, geopolitical instability in the Middle East, including disruptions and heightened uncertainty related to shipping through the Strait of Hormuz, has contributed to increased volatility across global financial markets. These conditions may adversely affect liquidity, pricing, and volatility in fixed income and equity markets, result in wider bid‑ask spreads and increased margin requirements, and increase interest rate and credit spread volatility, which could negatively impact our trading results and risk management activities. Prolonged market disruption may also reduce client activity levels and negatively affect the timing, volume, and execution of investment banking and underwriting transactions.
Current report
Columbus Circle Capital Corp. II
Current report
On December 5, 2025, the transactions contemplated by the Business Combination were consummated (the “Closing”). Upon the Closing, Columbus Circle SPAC and ProCap BTC merged into SPAC Merger Sub and Company Merger Sub, respectively, and became wholly-owned subsidiaries of ProCap Financial. ProCap Financial became the go-forward company following the Closing. ProCap Financials’ common stock and warrants commenced trading on the Nasdaq Global Market on December 8, 2025 under the symbols “BRR” and “BRRWW,” respectively.
Current report
From May 19, 2025 until December 5, 2025, we consolidated the sponsor of the Columbus Circle SPAC, which treated its investment in the Columbus Circle SPAC under the equity method of accounting. The sponsor distributed all of its assets and ceased operations in December 2025.
Current report
As of March 31, 2026, we held 2,151,666 shares of BRR, which were allocated to us by the sponsor of the Columbus Circle SPAC. As of March 31, 2026, we carried these shares at a value of $4,540 as a component of other investments, at fair value in our consolidated balance sheet. The BRR shares are subject to certain transfer restrictions, which restrictions will lapse and the BRR shares will no longer be subject to these transfer restrictions upon the earliest to occur of the following: (i) the second anniversary of the Closing, (ii) if the closing price of ProCap Financials’ common stock equals or exceeds $10.21 per share (subject to customary adjustments) for any 20 trading days within any consecutive 30-trading day period, and (iii) if the dollar volume-weighted average price for Bitcoin (BTC) during any one hundred twenty (120)-hour period equals or exceeds $140 during any five-day period. Any further change in value of these shares until final liquidation will be recorded as principal transactions gain or loss in our consolidated statement of operations. For the three-month period ended March 31, 2026, we recorded a loss of ($3,055) on these shares.
Current report
In addition, we served as underwriter and advisor to the Columbus Circle SPAC. As partial consideration for these services, we received 392,000 shares of BRR and 196,000 warrants. As of March 31, 2026, the shares and warrants were carried at a value of $882, and are included as a component of other investments, at fair value in our consolidated balance sheet. For the three-month period ended March 31, 2026, we recorded a loss of ($639) on these shares and warrants.
Current report
COHEN & COMPANY INC.
Current report
Investment Banking and New Issue
Current report
Investment banking and new issue revenue increased by $25,547 to $45,711 for the three months ended March 31, 2026, as compared to $20,164 for the three months ended March 31, 2025.
Current report
Asset management fees increased by $399, or 20%, to $2,419 for the three months ended March 31, 2026, as compared to $2,020 for the three months ended March 31, 2025. The net increase of $399 was comprised of (i) an increase for Pride, management accounts, and other of $824; partially offset by a decrease of $34 for the US Insurance JV; a decrease of $64 from the CREO JV, and a decrease in $327 for company-sponsor CDOs.
Current report
CK Capital Fund is a fund that invests in Dutch real estate. We carry our investment in CK Capital Fund at its reported NAV.
Current report
Other Income
Current report
Operating expenses increased by $24,136, or 84%, to $52,769 for the three months ended March 31, 2026, as compared to $28,633 for the three months ended March 31, 2025. Each line item is discussed in more detail below.
Current report
Interest Expense, net
Current report
Income tax expense / (benefit) decreased by $321 to ($182) for the three months ended March 31, 2026, as compared to $139 for the three months ended March 31, 2025.
Current report
We had no other financing transactions in excess of $1,000 for the three months ended March 31, 2025.
Current report
Three Months Ended March 31, 2026
Current report
The cash used in financing activities of $8,922 was comprised of (a) $4,500 repayment of the 2020 Note; (b) $638 of cash used to net settle equity awards; (c) $5,181 in dividends; (d) $1,883 in redemption of convertible non-controlling interest units; partially offset by (e) $614 in proceeds from the sale of Common Stock; and (f) $2,666 in investments in the non-convertible non-controlling interest.
Current report
Three Months Ended March 31, 2025
Current report
The cash used in financing activities of $3,631 was comprised of (a) $340 in cash used to net settle equity awards; (b) $383 in dividends paid on Common Stock; (c) $1,110 in convertible non-controlling interest distributions; (d) $954 in redemption of convertible non-controlling interest units; and (e) $844 of non-convertible noncontrolling interest distributions.
Current report
In November 2024, the FASB issued ASU 2024-03,Income Statement—Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): *Disaggregation of Income Statement Expenses.*The ASU requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statements. The ASU is effective for all entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, which was clarified in ASU 2025-01. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.
Current report
In December 2025, the FASB issued ASU 2025-11,Interim Reporting (Topic 270) Narrow- Scope Improvements. The amendments in this ASU do not change the fundamental nature of interim reporting or expand or reduce current interim disclosure. The amendments in this ASU clarify the guidance in ASC Topic 270 by providing a comprehensive list of required interim disclosures and codifying a disclosure principle that requires us to disclose events and changes that occur after the end of the most recent annual reporting period that have a material impact on its consolidated financial statements. The amendments in this ASU are effective for interim periods within annual reporting periods beginning after December 15, 2027. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.
Current report
In December 2025, the FASB issued ASU 2025-12,*Codification Improvements. (Topic 815)*The amendments in this ASU update the FASB Accounting Standards Codification for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. The amendments in this ASU are effective for all entities for annual periods beginning after December 15, 2026, and interim periods within those annual periods. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.
Removed paragraphs (90)
Previous report
Our CCM business is also heavily concentrated in the SPAC market with many clients being SPACs or former SPACs. In addition to earning new issue and advisory revenue in these engagements, we sometimes receive financial instruments as part of our compensation, and this increases our investment in SPACs and former SPACs.
Previous report
Interest Rates and Inflation
Previous report
For most of the periods presented herein, interest rates were elevated versus historical lows, which negatively impacted our business in several ways:
Previous report
In connection with the closing of the IPO, the Operating LLC and the Columbus Circle SPAC entered into an Administrative Services Agreement, dated May 15, 2025, pursuant to which the Operating LLC and the Columbus Circle SPAC agreed that, commencing on the date that the Columbus Circle SPAC’s securities were first listed on the Nasdaq Global Market through the earlier of the Columbus Circle SPAC’s consummation of a Business Combination and its liquidation, the Columbus Circle SPAC will pay the Operating LLC $10 per month for certain office space, administrative, and shared personnel support services.
Previous report
In connection with the execution of the Business Combination Agreement, (a) certain “qualified investors” (defined to include “qualified institutional buyers,” as defined in Rule 144A of the Securities Act, and institutional “accredited investors,” as defined in Rule 506 of Regulation D) were issued non-voting preferred units of ProCap BTC (“Preferred Units”) in a private placement of such Preferred Units consummated immediately prior to the execution of the Business Combination Agreement, in an aggregate amount of approximately $516,500 (the “Preferred Equity Investment”), and (b) certain qualified investors agreed to purchase convertible notes (“Convertible Notes”) issuable upon the Closing by ProCap Financial, with an aggregate principal amount of approximately $235,000 (the “Convertible Note Financing” and, together with the Preferred Equity Investment and the Business Combination, the “Proposed Transactions”). The net proceeds from the Convertible Notes will be utilized by ProCap Financial for purposes of acquiring bitcoin, collateral under the Convertible Notes, and for working capital purposes. The proceeds from the Preferred Equity Investment will be utilized, within 15 days following the Signing Date, to purchase bitcoin assets pursuant to a custodial arrangement with Anchorage Digital Bank N.A.
Previous report
CCM acted as a co-placement agent in connection with the Convertible Note Financing and the Preferred Equity Investment.
Previous report
Sale of Management Contracts
Previous report
On March 13, 2025, we entered into a Master Transaction Agreement (the “MTA”) with an affiliate of Hildene Capital Management, LLC (“Hildene”), an SEC-registered investment adviser based in Stamford, Connecticut. Hildene has been investing in CDOs backed by trust preferred securities ("TruPS") since the 2007-2008 financial crisis and has extensive experience with monitoring banks and insurance companies.
Previous report
Pursuant to the MTA, we agreed to sell, assign, transfer, and convey to Hildene all of our rights and obligations in and under the Collateral Management Agreements and Collateral Administration Agreements (each a “CDO Agreement” and together, the “CDO Agreements”) for (i) Alesco Preferred Funding III, Ltd., (ii) Alesco Preferred Funding IV, Ltd., (iii) Alesco Preferred Funding V, Ltd., (iv) Alesco Preferred Funding VI, Ltd., and (v) Alesco Preferred Funding VIII, Ltd. (each an “Issuer,” and, collectively, the “Issuers”) and all books and records with respect to each Issuer (collectively with the CDO Agreements, the “Assigned Assets”).
Previous report
The MTA contemplated multiple closings following the date of the MTA (each an “MTA Closing”), with each MTA Closing to occur following the satisfaction of the conditions to MTA Closing for the assignment of each CDO Agreement pursuant to the MTA. The most significant condition outside of our and Hildene's control was consent of the preferred security holders of each CDO.
Previous report
During the nine months ended September 30, 2025, we received all required consents with respect to the MTA Closing, and all of the MTA Closings were consummated. No further MTA Closings will occur. We recorded a gain of $2,734, which represented the sale price of $3,500 less offsets of $766, which represented management fees received by us subsequent to March 1, 2025.
Previous report
On February 25, 2025, the Operating LLC entered into (i) a Limited Liability Company Interest Purchase Agreement (the “Vellar Purchase Agreement”) with Jason Capone and Solomon Cohen, the son of our executive chairman, Daniel G. Cohen; and (ii) a Transition Services Agreement (the “Vellar Transition Services Agreement” and, together with the Vellar Purchase Agreement, the “Vellar Agreements”) with Vellar Opportunities GP LLC, a Delaware limited liability company (“Vellar GP”).
Previous report
Pursuant to the Vellar Purchase Agreement, the Operating LLC sold all of its 33.4% interest in Vellar GP to Solomon Cohen and Jason Capone for an aggregate of $10. As of February 25, 2025 and as a result of the consummation of the transactions contemplated by the Vellar Purchase Agreement, we no longer had any investment in Vellar GP. Pursuant to the Vellar Purchase Agreement, the Operating LLC resigned as the managing member of Vellar GP, effective February 25, 2025. In the first quarter of 2025, we recorded a loss on sale of $836, which is included as component of principal transactions and other income in our consolidated statement of operations.
Previous report
Pursuant to the Vellar Transition Services Agreement, in exchange for the Operating LLC’s agreement to provide certain transitional services to Vellar GP, Vellar GP agreed to (i) pay to the Operating LLC certain defined revenue share amounts up to an aggregate of $4,234 and (ii) decrease the amount that the Operating LLC had previously agreed to pay to Vellar GP in connection with the funding of certain Vellar GP litigation expenses from $2,121 to $1,084.
Previous report
Redemption of Redeemable Financial Instrument and Issuance of the 2024 Note
Previous report
On October 3, 2016, the Operating LLC entered into an Investment Agreement (the “JKD Investment Agreement”) with JKD Capital Partners I LTD ("JKD Investor"), pursuant to which JKD Investor agreed to invest into the Operating LLC up to $12,000, of which $6,000 was invested into the Operating LLC on October 3, 2016, an additional $1,000 was invested into the Operating LLC on January 25, 2017, and an additional $1,268 was invested into the Operating LLC on January 9, 2019. The JKD Investor is owned by Jack J. DiMaio, the vice chairman of the board of directors, and his spouse.
Previous report
Effective September 1, 2024, we entered into a redemption agreement with the JKD Investor (the “Redemption Agreement”), pursuant to which the Operating LLC redeemed the JKD Investment Agreement in its entirety. As of September 1, 2024, the investment balance of the JKD Investment Agreement was $7,719. Pursuant to the Redemption Agreement, we (i) paid $2,573 of the investment balance in cash and (ii) issued a senior promissory note (the “2024 Note”) in the aggregate principal amount of $5,146, representing the remaining balance payable under the JKD Investment Agreement. The 2024 Note bears interest at 12% and its principal was to be repaid as follows: (i) $2,573 of the principal amount was to be due and payable on August 31, 2025, and (ii) $2,573 will be due and payable on August 31, 2026. The 2024 Note may, with at least 31 days’ prior written notice to the holder of the 2024 Note, be prepaid in whole or in part at any time without penalty or premium. We prepaid the $2,573 of the principal amount that was otherwise due under the 2024 Note on August 31, 2025 on June 30, 2025. See note 15.
Previous report
Revenues increased by $111,767, or 183%, to $172,824 for the nine months ended September 30, 2025, as compared to $61,057 for the nine months ended September 30, 2024. Each line item is discussed below in more detail.
Previous report
Net trading revenue increased by $6,066 to $33,528 for the nine months ended September 30, 2025, as compared to $27,462 for the nine months ended September 30, 2024. The following table shows the detail by trading group.
Previous report
(1) Other Investment Vehicles include any Investment Vehicle that is not a Company-sponsored CDO.
Previous report
Asset management fees decreased by $806 to $6,136 for the nine months ended September 30, 2025, as compared to $6,942 for the nine months ended September 30, 2024, as discussed in more detail below. The following table provides a more detailed comparison of the two periods.
Previous report
ASSET MANAGEMENT
Previous report
Asset management fees from CDOs declined primarily due to the sale of the Alesco III, Alesco IV, Alesco V, Alesco VI, and Alesco VIII CDO Agreements, which closed during the 2025 period. During the nine months ended September 30, 2025 and 2024, we earned a total of $737 and $990 in revenue from these contracts, respectively. As a result of the sale, asset management revenue from CDOs will decline in future quarters. See note 4 to our consolidated financial statements included in this Quarterly Report on Form 10-Q. Asset management fees from other decreased primarily due to the recognition in 2024 of deferred performance fees related to a certain PriDe Fund.
Previous report
New Issue and Advisory
Previous report
New issue and advisory revenue increased by $245,311 to $298,658 for the nine months ended September 30, 2025, as compared to $53,347 for the nine months ended September 30, 2024. Nearly all of the new issue and advisory revenue recognized in both periods resulted from CCM's activities.
Previous report
Principal transactions and other income (loss) decreased by $138,804 for the nine months ended September 30, 2025, to ($165,498) as compared to ($26,694) for the nine months ended September 30, 2024. The following table summarizes principal transactions and other income by category.
Previous report
Principal Transactions
Previous report
In the table above, our principal transactions are broken out into two groups:
Previous report
Capital Markets Principal Transactions: In some cases, CCM acquires financial instruments or receives financial instruments in lieu of cash for its advisory transactions. We carry these instruments at fair value with changes in fair value included as a component of principal transactions and other income in our consolidated income statement. Gains and losses on these instruments are included in our Capital Markets segment as these instruments were acquired as part of CCM's activities. See note 21 to our consolidated financial statements included in this Quarterly Report on Form 10-Q.
Previous report
Principal Investing Principal Transactions: In other cases, we will acquire a financial instrument for the purposes of earning an investment return. We also carry these instruments at fair value with changes in fair value included as a component of principal transactions and other income in our consolidated income statement. However, gains and losses on these instruments are included in our Principal Investing segment as these investments were acquired to earn a return. Note that a particular instrument may be included in both categories if it was acquired as part of CCM's activities and separately acquired to earn an investment return.
Previous report
We have engaged in several SFA transactions. In a typical SFA transaction, we acquire an interest in a publicly traded company and enter into an offsetting derivative with the same company. Both the interest in the public company and the offsetting derivative are carried at fair value. The amounts shown in the table above represent the net change in fair value recorded during the periods presented. The interests we hold in SFA Counterparties are included as a component of other investments, at fair value. The derivatives are included as a component of other investments sold, not yet purchased, at fair value. Most our SFA transactions were undertaken in Vellar GP. We sold our interest in Vellar GP during the nine months ended September 30, 2025.
Previous report
Other Income (Loss)
Previous report
Operating expenses increased by $79,885, or 126%, to $143,462 for the nine months ended September 30, 2025, as compared to $63,577 for the nine months ended September 30, 2024. Each line item is discussed in more detail below.
Previous report
Compensation and benefits increased by $76,220, or 175%, to $119,673, for the nine months ended September 30, 2025, as compared to $43,453 for the nine months ended September 30, 2024.
Previous report
Business development, occupancy, and equipment increased by $1,259, or 27%, to $5,858 or thenine months ended September 30, 2025, as compared to $4,599 for thenine months ended September 30, 2024. This increase was comprised of an increase in occupancy and equipment of $79, and an increase in business development of $1,180.
Previous report
Subscriptions, clearing, and execution increased by $283, or 4%, to $7,277 for thenine months ended September 30, 2025, as compared to $6,994 for thenine months ended September 30, 2024. The increase was comprised of an increase in subscriptions and dues of $474, partially offset by a decrease in clearing and execution of $191.
Previous report
Professional fees and other operating expenses increased by $1,989, or 24%, to $10,127 for thenine months ended September 30, 2025, as compared to $8,138 for thenine months ended September 30, 2024. The increase was comprised of an increase in professional fees of $1,418, and an increase in other operating expense of $571.
Previous report
Depreciation and amortization increased by $134, or 34%, to $527 for the nine months ended September 30, 2025, as compared to $393 for the nine months ended September 30, 2024.
Previous report
Gain on Sale of Management Contracts
Previous report
On March 13, 2025, we entered into an MTA with Hildene to sell our CDO collateral management contracts for (i) Alesco Preferred Funding III, Ltd., (ii) Alesco Preferred Funding IV, Ltd., (iii) Alesco Preferred Funding V, Ltd., (iv) Alesco Preferred Funding VI, Ltd., and (v) Alesco Preferred Funding VIII, Ltd. for a total of $3,500. Each CDO collateral management contract sale was contingent upon certain conditions to closing. The most significant condition outside of our and Hildene's control was consent of the preferred security holders of each CDO. The MTA called for the purchase price to be reduced, dollar for dollar, for any management fees received by us after March 1, 2025.
Showing the first 40 of 90 passages. Open the source sections for the rest.
Reworded paragraphs (58)
Previous wording
We are a financial services company specializing in an expanding range of capital markets and asset management services. We are organized into three business segments: Capital Markets, Asset Management, and Principal Investing.
Current wording
We are a financial services company specializing in an expanding range of capital markets and asset management services. Our business is organized into three business segments:
Previous wording
Our business in general and our Capital Markets and Principal Investing business segments in particular do not produce predictable earnings. Our results can vary dramatically from year to year and quarter to quarter. Our business is materially affected by economic conditions in the financial markets, political conditions, broad trends in business and finance, the housing and mortgage markets, changes in volume and price levels of securities transactions, and changes in interest rates, including overnight funding rates, all of which can affect our profitability and are unpredictable and beyond our control. These factors may affect the financial decisions made by investors and companies, including their level of participation in the financial markets and their willingness to participate in corporate transactions. Severe market fluctuations or weak economic conditions could reduce our trading volume and revenues, negatively affect our ability to generate new issue and advisory revenue, and adversely affect our profitability.
Current wording
Our business in general and our Capital Markets business segment in particular do not produce predictable earnings. Our results can vary dramatically from year-to-year and quarter-to-quarter. Our business is materially affected by economic conditions in the financial markets, political conditions, broad trends in business and finance, the housing and mortgage markets, changes in volume and price levels of securities transactions, and changes in interest rates, including overnight funding rates, all of which can affect our profitability and are unpredictable and beyond our control. These factors may affect the financial decisions made by investors and companies, including their level of participation in the financial markets and their willingness to participate in corporate transactions. Severe market fluctuations or weak economic conditions could reduce our trading volume and revenues, negatively affect our ability to generate investment banking and new issue revenue, and adversely affect our profitability.
Previous wording
We try to address these challenges by (i) focusing our business on clients and asset classes that are underserved by the large firms, (ii) continuing to monitor our fixed costs to enhance operating leverage and limit our losses during periods of low volumes, and (iii) attempting to hire and retain entrepreneurial and effective traders, investment bankers, and salespeople. Our business environment is rapidly changing. New risks and uncertainties emerge continuously and it is not possible for us to predict all the risks we will face. This may negatively impact our operating performance.
Current wording
We try to address these challenges by (i) focusing our business on clients and asset classes that are underserved by the large firms, (ii) continuing to monitor our fixed costs to enhance operating leverage and limit our losses during periods of low volumes, and (iii) attempting to hire and retain entrepreneurial and effective traders, investment bankers, and salespeople. Our business environment is rapidly changing. New risks and uncertainties emerge continuously and it is not possible for us to predict all the risks we will face. New risks and uncertainties may negatively impact our operating performance.
Previous wording
A portion of our revenue is generated from new issue and advisory engagements. The fees charged and volume of these engagements are sensitive to the overall business environment. We provide origination services in Europe through our subsidiary CCFESA, and new issue and advisory services in the U.S. through our subsidiary Cohen Securities. A division of Cohen Securities, CCM is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory services. In some cases, CCM will receive financial instruments in lieu of cash for its advisory transactions. In these cases, we record revenue equal to the fair value of the instruments received. Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets. Any change in the fair value of these instruments subsequent to recording the new issue revenue will be recorded as principal transactions gain or loss in our consolidated statement of operations. Currently, our primary source of new issue and advisory revenue is from investment banking and advisory services through CCM, as well as from originating assets for our U.S. and European insurance asset management business including our U.S. Insurance JV and our CREO JV.
Current wording
A portion of our revenue is generated from investment banking and new issue engagements. The fees charged and volume of these engagements are sensitive to the overall business environment. We provide origination services in Europe through our subsidiary CCFESA, and investment banking and new issue services in the U.S. through our subsidiary Cohen Securities. A division of Cohen Securities, CCM is our full-service boutique investment bank providing capital markets and SPAC advisory services to corporations, financial sponsors, investors, and institutions. In some cases, CCM will receive financial instruments in lieu of cash for its investment banking and new issue engagements. In these cases, we record revenue equal to the fair value of the instruments received. Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets. Any change in the fair value of these instruments subsequent to recording the investment banking and new issue revenue will be recorded as an adjustment to investment banking and new issue revenue in our consolidated statement of operations. Currently, our primary source of investment banking and new issue revenue is from investment banking and advisory services through CCM, as well as originating assets for our U.S. and European insurance asset management business including our U.S. Insurance JV and for our CREO JV.
Previous wording
A portion of our revenues is generated from our principal investing activities. Therefore, our revenues are impacted by the overall market supply and demand of these investments as well as the individual performance of each investment. Our principal investments are included within other investments, at fair value; other investments sold, not yet purchased; and investments in equity method affiliates in our consolidated balance sheets. More recently, a significant component of our principal investment revenue has come from SPAC related equity investments, primarily in entities that have been the result of sponsored SPAC business combinations, share forward arrangements ("SFAs"), CCM engagements, or related party sponsored SPAC business combinations. Access to these investments is reliant on a robust SPAC market. Performance of the resulting principal investments can be materially impacted by overall performance of the equity markets. See notes 7 and 8 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Current wording
A portion of our revenues is generated from our principal investing activities. Therefore, our revenues are impacted by the overall market supply and demand of these investments as well as the individual performance of each investment. Our principal investments are included within other investments, at fair value; other investments sold, not yet purchased; and investments in equity method affiliates in our consolidated balance sheets. More recently, a significant component of our principal investment revenue has come from SPAC related equity investments, primarily in entities that have been the result of sponsored SPAC business combinations or related party sponsored SPAC business combinations. Access to these investments is reliant on a robust SPAC market. Performance of the resulting principal investments can be materially impacted by overall performance of the equity markets. See note 8 to our consolidated financial statements included in this Quarterly Report on Form 10-Q.
Previous wording
In August 2018, we invested in and became the general partner of a newly formed investment fund (the “SPAC Fund”), which was created for the purpose of investing in the equity interests of SPACs and SPAC sponsor entities including SPACs sponsored by us, our affiliates, and third parties. Effective April 1, 2023, all of the investors in the SPAC Fund, other than Vellar GP, redeemed all of their interests in the SPAC Fund. In February 2025, we sold our interest in Vellar GP.
Current wording
In 2018, we began sponsoring a series of SPACs. In addition, we invest in other SPACs at various stages of their business life cycle. Beginning in 2019, these SPAC activities have become a significant portion of our Principal Investing business segment. In August 2018, we invested in and became the general partner of a newly formed investment fund (the “SPAC Fund”), which was created for the purpose of investing in the equity interests of SPACs and SPAC sponsor entities including SPACs sponsored by us, our affiliates, and third parties. Effective April 1, 2023, all of the investors in the SPAC Fund, other than the general partner of the SPAC Fund ("Vellar GP"), redeemed all of their interests in the SPAC Fund. In 2025, we sold our remaining interest in Vellar GP.
Previous wording
As a complement to the SPAC Fund, we established and became manager of two newly formed umbrella limited liability companies (the “SPAC Series Funds”) that issued a separate series of interest for each investment portfolio, which typically consisted of investments in the sponsor entities of individual SPACs. Generally, when a SPAC acquires or merges with a privately held target company, the target company winds up owning a majority of the resulting outstanding equity of the SPAC so the transaction is accounted for as a reverse merger. Private companies utilize reverse mergers with SPACs as a method of going public as an alternative to a traditional IPO. All of our business activity related to SPACs is highly sensitive to the volume of activity in the SPAC market. Volumes could be negatively impacted if target companies no longer see SPACs as an attractive alternative thereby reducing the number of suitable potential business combination targets. Also, investor demand for SPACs would be negatively impacted if the stock of SPACs that successfully complete a business combination underperform the market. If volume of SPAC activity declines, our results of operations will likely be significantly negatively impacted.
Current wording
As a complement to the SPAC Fund, we established and became manager of two newly formed umbrella limited liability companies (the “SPAC Series Funds”) that issued a separate series of interest for each investment portfolio, which typically consisted of investments in the sponsor entities of individual SPACs. We are not issuing any new SPAC Series Funds, and this business is winding down. Generally, when a SPAC acquires or merges with a privately held target company, the target company winds up owning a majority of the resulting outstanding equity of the SPAC so the transaction is accounted for as a reverse merger. Private companies utilize reverse mergers with SPACs as a method of going public as an alternative to a traditional IPO. All of our business activity related to SPACs is highly sensitive to the volume of activity in the SPAC market. Volumes could be negatively impacted if target companies no longer see SPACs as an attractive alternative thereby reducing the number of suitable potential business combination targets. Also, investor demand for SPACs would be negatively impacted if the stock of SPACs that successfully complete a business combination underperform the market. If volumes of SPAC activity decline, our results of operations will likely be significantly negatively impacted.
Previous wording
Equity prices of SPACs and post business combination SPACs are volatile. We are exposed to public equity prices of SPACs and post business combination SPACs both through our other investments, at fair value and investments in equity method affiliates. As a result, we may record significant principal transaction losses and equity method losses from time to time.
Current wording
We are exposed to public equity prices of SPACs and post-business combination SPACs through our other investments, at fair value, investments in equity method affiliates, and other investments sold, not yet purchased. As a result, we recorded significant principal transaction losses and equity method losses in certain SPAC related investments. Continued declines in the equity prices of these companies will result in further losses for us.
Previous wording
Our response to this margin compression has included: (i) building a diversified fixed income trading platform, (ii) acquiring or building out new product lines and expanding existing product lines, (iii) building a hedging execution and funding operation to service mortgage originators, (iv) building out CCM, (v) adding a SPAC equity trading team, and (vi) monitoring our fixed costs. Our cost management initiatives are ongoing. However, there can be no certainty that these efforts will be sufficient. If insufficient, we will likely see a decline in profitability.
Current wording
Our response to this margin compression has included: (i) building a diversified trading platform, (ii) acquiring or building out new product lines and expanding existing product lines, (iii) building a hedging execution and funding operation to service mortgage originators, (iv) building out CCM, and (v) monitoring our fixed costs. Our cost management initiatives are ongoing. However, there can be no certainty that these efforts will be sufficient. If insufficient, we will likely see a decline in profitability.
Previous wording
In recent years, our mortgage group has grown in significance to our Capital Markets segment and our company overall. The mortgage group primarily earns revenue by providing hedging execution, securities financing, and trade execution services to mortgage originators and other investors in mortgage-backed securities. Therefore, this group’s revenue is highly dependent on the volume of mortgage originations in the U.S. Origination activity is highly sensitive to interest rates, the U.S. job market, housing starts, sale activity of existing housing stock, as well as the general health of the U.S. economy. In addition, any new regulation that impacts U.S. government agency mortgage-backed security issuance activity, residential mortgage underwriting standards, or otherwise impacts mortgage originators will impact our business. We have no control over these external factors and there is no effective way for us to hedge against these risks. Our mortgage group’s volumes and profitability will be highly impacted by these external factors.
Current wording
The mortgage group primarily earns revenue by providing hedging execution, securities financing, and trade execution services to mortgage originators and other investors in mortgage-backed securities. Therefore, this group’s revenue is highly dependent on the volume of mortgage originations in the U.S. Origination activity is highly sensitive to interest rates, the U.S. job market, housing starts, sale activity of existing housing stock, as well as the general health of the U.S. economy. In addition, any new regulation that impacts U.S. government agency mortgage-backed security issuance activity, residential mortgage underwriting standards, or otherwise impacts mortgage originators will impact our business. We have no control over these external factors and there is no effective way for us to hedge against these risks. Our mortgage group’s volumes and profitability will be highly impacted by these external factors.
Previous wording
The Operating LLC owns a portion of, and is the managing member and a member of, Columbus Circle 1 Sponsor Corp LLC, the sponsor of the Columbus Circle SPAC (the “Columbus Circle Sponsor”). CCM, a division of our broker-dealer subsidiary, Cohen Securities, acted as the lead underwriter in the IPO.
Current wording
The Operating LLC owns a portion of, and is the managing member and a member of, Columbus Circle 2 Sponsor Corp. LLC, the sponsor of the Columbus Circle II SPAC (the “Columbus Circle II Sponsor”). CCM acted as the lead underwriter in the IPO.
Previous wording
Each Unit consists of one Class A ordinary share of the Columbus Circle SPAC, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one warrant (each, a “Warrant”), where each whole Warrant entitles the holder to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold in the IPO at an offering price of $10.00 per Unit, for gross proceeds of $250,000 (before underwriting discounts and commissions and offering expenses).
Current wording
Each Unit consists of one Class A ordinary share of the Columbus Circle II SPAC, par value $0.0001 per share (“Class A Ordinary Shares”), and one-third of one warrant (each, a “Warrant”); each whole Warrant entitles the holder to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold in the IPO at an offering price of $10.00 per Unit, for gross proceeds of $230,000 (before underwriting discounts and commissions and offering expenses).
Previous wording
If the Columbus Circle SPAC fails to consummate a Business Combination within the first 24 months following the IPO, its corporate existence will cease except for the purposes of winding up its affairs and liquidating its assets, unless the Columbus Circle SPAC’s shareholders approve an amendment to the Columbus Circle SPAC’s amended and restated memorandum and articles of association to extend the amount of time the Columbus Circle SPAC will have to consummate a Business Combination.
Current wording
If the Columbus Circle II SPAC fails to consummate a Business Combination within the first 24 months following the IPO, its corporate existence will cease except for the purposes of winding up its affairs and liquidating its assets, unless the Columbus Circle II SPAC’s shareholders approve an amendment to the Columbus Circle II SPAC’s amended and restated memorandum and articles of association (the “SPAC Articles”) to extend the amount of time the Columbus Circle II SPAC will have to consummate an initial Business Combination.
Previous wording
The Columbus Circle Sponsor purchased an aggregate of 265,000 of the Columbus Circle SPAC’s placement units (“Placement Units”) in a private placement that occurred simultaneously with the IPO (the “Private Placement”) for an aggregate of $2,650 or $10.00 per Placement Unit. Additionally, Cohen Securities used its underwriting fee of $3,920 to purchase 392,000 Placement Units in the Private Placement for an aggregate of $3,920. Each Placement Unit consists of one Class A Ordinary Share and one-half of one warrant (a “Placement Warrant”). The Placement Units are identical to the Units sold in the IPO except that Placement Units (including the securities comprising such units and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned, or sold by the holders until 30 days after the completion of the Columbus Circle SPAC’s Business Combination, (ii) will be entitled to certain registration rights, and (iii) with respect to the Placement Warrants held by Cohen Securities and/or its designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA rules. Subject to certain limited exceptions, the Placement Units (including the underlying Placement Warrants and Class A Ordinary Shares and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) will not be transferable, assignable, or salable until 30 days after the completion of the Columbus Circle SPAC’s Business Combination.
Current wording
The Columbus Circle II Sponsor purchased an aggregate of 265,000 of the Columbus Circle II SPAC’s placement units (“Placement Units”) in a private placement that occurred simultaneously with the IPO (the “Private Placement”) for an aggregate of $2,650, or $10.00 per Placement Unit. Additionally, CCM used its underwriting fee of $3,600 to purchase 360,000 Placement Units in the Private Placement for an aggregate of $3,600. Each Placement Unit consists of one Class A Ordinary Share and one-third of one warrant (a “Placement Warrant”). The Placement Units are identical to the Units sold in the IPO except that Placement Units (including the securities comprising such units and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Columbus Circle II SPAC’s initial Business Combination, (ii) will be entitled to certain registration rights, and (iii) with respect to the Placement Warrants held by CCM and/or its designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA rules. Subject to certain limited exceptions, the Placement Units (including the underlying Placement Warrants and Class A Ordinary Shares and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Columbus Circle II SPAC’s initial Business Combination.
Previous wording
The $2,650 invested by the Columbus Circle Sponsor in consideration for the above-described 265,000 Placement Units of the Columbus Circle SPAC was raised from third party investors. As the managing member of the Columbus Circle Sponsor, the Operating LLC consolidates the Columbus Circle Sponsor and treats the Columbus Circle Sponsor’s investment (as well as Cohen Securities' investment) in the Columbus Circle SPAC as an equity method investment. The $2,650 raised from third party investors is treated by the Operating LLC as non-controlling interest.
Current wording
The entire $2,650 invested by the Columbus Circle II Sponsor in consideration for the above-described 265,000 Placement Units of the Columbus Circle II SPAC was raised from third party investors. As the managing member of the Columbus Circle II Sponsor, the Operating LLC consolidates the Columbus Circle II Sponsor and treats the Columbus Circle II Sponsor’s investment in the Columbus Circle II SPAC as an equity method investment. The $2,650 raised from third party investors is treated by the Operating LLC as non-controlling interest.
Previous wording
A total of $250,000 of the net proceeds from the Private Placement and the IPO were placed in a trust account. Except for the withdrawal of interest to pay taxes (or dissolution expenses if a Business Combination is not consummated), none of the funds held in the trust account will be released until the earliest of (i) the completion of the Columbus Circle SPAC’s Business Combination, (ii) the redemption of the Columbus Circle SPAC’s public Class A Ordinary Shares if the Columbus Circle SPAC is unable to complete its Business Combination within 24 months from the completion of the IPO, and (iii) the redemption of the Columbus Circle SPAC’s public Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the Columbus Circle SPAC Articles to (A) modify the substance or timing of the Columbus Circle SPAC’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the Columbus Circle SPAC’s public shares if the Columbus Circle SPAC has not consummated a Business Combination within 24 months from the completion of the IPO, or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-Business Combination activity. If the Columbus Circle SPAC does not complete a Business Combination, the Placement Units will expire worthless.
Current wording
A total of $230,000 of the net proceeds from the Private Placement and the IPO were placed in a trust account. Except for the withdrawal of interest to pay taxes (or dissolution expenses if a Business Combination is not consummated), none of the funds held in the trust account will be released until the earliest of (i) the completion of the Columbus Circle II SPAC’s initial Business Combination, (ii) the redemption of the Columbus Circle II SPAC’s public Class A Ordinary Shares if the Columbus Circle II SPAC is unable to complete its initial Business Combination within 24 months from the completion of the IPO, and (iii) the redemption of the Columbus Circle II SPAC’s public Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the SPAC Articles to (A) modify the substance or timing of the Columbus Circle II SPAC’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Columbus Circle II SPAC’s public shares if the Columbus Circle II SPAC has not consummated an initial Business Combination within 24 months from the completion of the IPO, or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity. If the Columbus Circle II SPAC does not complete a Business Combination, the Placement Units will expire and be worthless.
Previous wording
The Columbus Circle Sponsor holds an aggregate of 8,333,333 founder shares in the Columbus Circle SPAC. Subject to certain limited exceptions, the founder shares will not be transferable or salable until the earlier to occur of: (i) six months after the completion of the IPO, and (ii) the date on which the Columbus Circle SPAC completes a liquidation, merger, share exchange, or other similar transaction after its Business Combination that results in all of the Columbus Circle SPAC’s shareholders having the right to exchange their Class A Ordinary Shares underlying the founder shares for cash, securities, or other property.
Current wording
The Columbus Circle II Sponsor holds an aggregate of 7,666,667 founder shares in the Columbus Circle II SPAC. Subject to certain limited exceptions, the founder shares will not be transferable or salable until the earlier to occur of: (i) six months after the completion of the IPO, and (ii) the date on which the Columbus Circle II SPAC completes a liquidation, merger, share exchange or other similar transaction after its initial Business Combination that results in all of the Columbus Circle II SPAC’s shareholders having the right to exchange their Class A Ordinary Shares underlying the founder shares for cash, securities or other property.
Previous wording
Certain non-controlling interests in the Columbus Circle Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in the Columbus Circle Sponsor, either directly or indirectly, and have an interest in the Columbus Circle SPAC’s founder shares through such membership interests in the Columbus Circle Sponsor. The number of the Columbus Circle SPAC’s founders shares in which such non-controlling interests in the Columbus Circle Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Columbus Circle Sponsor will not be finally and definitively determined until consummation of a Business Combination. The number of the Columbus Circle SPAC’s founder shares currently allocated to the Operating LLC is 2,151,666, but such number of founder shares will not be finally and definitively determined until the consummation of a Business Combination.
Current wording
Certain non-controlling interests in the Columbus Circle II Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in the Columbus Circle II Sponsor, either directly or indirectly, and have an interest in the Columbus Circle II SPAC’s founder shares through such membership interests in the Columbus Circle II Sponsor. The number of the Columbus Circle II SPAC’s founders shares in which such non-controlling interests in the Columbus Circle II Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Columbus Circle II Sponsor will not be finally and definitively determined until consummation of a Business Combination. The number of the Columbus Circle II SPAC’s founder shares currently allocated to the Operating LLC is 2,627,383, but such number of founder shares will also not be finally and definitively determined until the consummation of a Business Combination.
Previous wording
In connection with the IPO, the Columbus Circle Sponsor has agreed to indemnify the Columbus Circle SPAC for all claims by third parties for services rendered or products sold to the Columbus Circle SPAC, or a prospective target business with which the Columbus Circle SPAC has entered into a written letter of intent, confidentiality, or other similar agreement or business combination agreement (except for the Columbus Circle SPAC’s independent registered public accounting firm), to the extent such claims reduce the amount of funds in the Columbus Circle SPAC’s trust account to below the lesser of (i) $10.00 per share of Class A Ordinary Shares, and (ii) the actual amount per share of Class A Ordinary Shares held in the Columbus Circle SPAC’s trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the Columbus Circle SPAC’s trust assets, in each case net of taxes, provided that such liability will not apply to any claims (A) by a third party or prospective target business that executed a waiver of any and all rights to the monies held in the Columbus Circle SPAC’s trust account or (B) under the Columbus Circle SPAC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933.
Current wording
In connection with the IPO, the Columbus Circle II Sponsor has agreed to indemnify the Columbus Circle II SPAC for all claims by third parties for services rendered or products sold to the Columbus Circle II SPAC, or a prospective target business with which the Columbus Circle II SPAC has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for the Columbus Circle II SPAC’s independent registered public accounting firm), to the extent such claims reduce the amount of funds in the Columbus Circle II SPAC’s trust account to below the lesser of (i) $10.00 per share of Class A Ordinary Shares, and (ii) the actual amount per share of Class A Ordinary Shares held in the Columbus Circle II SPAC’s trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the Columbus Circle II SPAC’s trust assets, in each case net of taxes, provided that such liability will not apply to any claims (A) by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Columbus Circle II SPAC’s trust account or (B) under the Columbus Circle II SPAC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Previous wording
The Columbus Circle Sponsor loaned to the Columbus Circle SPAC approximately $350 to cover IPO expenses, which was repaid in full at the closing of the IPO. The Columbus Circle Sponsor and its affiliates, including the Operating LLC, may commit to loan the Columbus Circle SPAC up to an additional $1,500 to cover operating and acquisition related expenses following the IPO. These loans will bear no interest and, if the Columbus Circle SPAC consummates a Business Combination in the required time frame, the loans are to be repaid from the funds held in the Columbus Circle SPAC’s trust account. If the Columbus Circle SPAC does not consummate a Business Combination in the required time frame, no funds from the Columbus Circle SPAC’s trust account can be used to repay the loans.
Current wording
The Columbus Circle II Sponsor loaned to the Columbus Circle II SPAC approximately $485 to cover IPO expenses, which was repaid in full at the closing of the IPO. The Columbus Circle II Sponsor and its affiliates, including the Operating LLC, may commit to loan the Columbus Circle II SPAC up to an additional $1,500 to cover operating and acquisition related expenses following the IPO. These loans will bear no interest and, if the Columbus Circle II SPAC consummates a Business Combination in the required time frame, the loans are to be repaid from the funds held in the Columbus Circle II SPAC’s trust account. The loans are convertible into private placement units at $10.00 per unit and, accordingly, are convertible into an additional 150,000 private Class A Ordinary Shares and 50,000 Private Placement Warrants exercisable at $11.50 per share. If the Columbus Circle II SPAC does not consummate a Business Combination in the required time frame, no funds from the Columbus Circle II SPAC’s trust account can be used to repay the loans.
Previous wording
On May 19, 2025, Columbus Circle Capital Corp I (NASDAQ: BRR) (the "Columbus Circle SPAC"), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 25,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ partial exercise of their over-allotment option.
Current wording
On May 19, 2025, Columbus Circle Capital Corp. I (the "Columbus Circle SPAC"), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 25,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ partial exercise of their over-allotment option.
Previous wording
Pursuant to the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Columbus Circle SPAC and ProCap BTC will merge into SPAC Merger Sub and Company Merger Sub, respectively, and become wholly-owned subsidiaries of ProCap Financial, and ProCap Financial will become a publicly traded company. Proceeds from the proposed Business Combination, if any, after satisfaction of redemption payments to the Columbus Circle SPAC’s public shareholders and transaction expenses, are expected to be used by ProCap Financial to purchase bitcoin, in connection with ProCap Financial’s business plans and strategies.
Current wording
On June 23, 2025, the Columbus Circle SPAC entered into a definitive business combination agreement with ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), ProCap Financial, Inc., a Delaware corporation (“ProCap Financial”), Crius SPAC Merger Sub, Inc., a Delaware corporation (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), and Inflection Points Inc., d/b/a Professional Capital Management, a Delaware corporation (the "Business Combination Agreement"). Pursuant to the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Columbus Circle SPAC and ProCap BTC would merge into SPAC Merger Sub and Company Merger Sub, respectively, and become wholly-owned subsidiaries of ProCap Financial, and ProCap Financial became a publicly traded company. Proceeds from the proposed Business Combination, if any, after satisfaction of redemption payments to the Columbus Circle SPAC’s public shareholders and transaction expenses, were expected to be used by ProCap Financial to purchase bitcoin, in connection with ProCap Financial’s business plans and strategies.
Previous wording
Revenues increased by $52,518, or 166%, to $84,213 for the three months ended September 30, 2025, as compared to $31,695 for the three months ended September 30, 2024. Each line item is discussed below in more detail.
Current wording
Revenues increased by $29,162, or 101%, to $57,902 for the three months ended March 31, 2026, as compared to $28,740 for the three months ended March 31, 2025. Each line item is discussed below in more detail.
Previous wording
Our revenue earned from new issue and advisory has been, and we expect will continue to be, volatile. We earn revenue from a limited number of engagements. Therefore, a small change in the number of engagements can result in large fluctuations in the revenue recognized. Further, even if the number of engagements remains consistent, the average revenue per engagement can fluctuate considerably. Finally, our revenue is generally earned when an underlying transaction closes (rather than on a monthly or quarterly basis). Therefore, the timing of underlying transactions increases the volatility of our revenue recognition. In addition, we often incur certain costs related to new issue engagements. These costs are included as a component of either subscriptions, clearing and execution, or professional fees and other. All new issue revenue is included in our Capital Markets segment. See note 21 to our consolidated financial statements included in Item 1 of our Quarterly Report on Form 10-Q.
Current wording
Our revenue earned from investment banking and new issue has been, and we expect will continue to be, volatile. We earn revenue from a limited number of engagements. Therefore, a small change in the number of engagements can result in large fluctuations in the revenue recognized. Further, even if the number of engagements remains consistent, the average revenue per engagement can fluctuate considerably. Finally, our revenue is generally earned when an underlying transaction closes (rather than on a monthly or quarterly basis). Therefore, the timing of underlying transactions increases the volatility of our revenue recognition. In addition, we often incur certain costs related to investment banking and new issue engagements. These costs are included as a component of either subscriptions, clearing and execution, or professional fees and other. All investment banking and new issue revenue is included in our Capital Markets segment. See note 21 to our consolidated financial statements included in Item 1 of our Quarterly Report on Form 10-Q.
Previous wording
CCM, a division of Cohen Securities, is our full-service boutique investment bank, which focuses on M&A, underwriting, capital markets, and SPAC advisory services. In addition, we sometimes generate new issue revenue by originating new assets for the U.S. Insurance JV, CREO JV, and our European PriDe Funds.
Current wording
CCM, a division of Cohen Securities, is our full-service boutique investment bank providing capital markets and SPAC advisory services to corporations, financial sponsors, investors, and institutions. In addition, we sometimes generate investment banking and new issue revenue by originating new assets for the U.S. Insurance JV, CREO JV, and our European Pride Funds.
Previous wording
In some cases, CCM will receive financial instruments in lieu of cash for its advisory transactions. In these cases, we record advisory revenue equal to the fair value of the instruments received. Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets. Any change in the fair value of these instruments subsequent to recording the new issue revenue will be recorded as principal transactions gain or loss in the consolidated statement of operations. Further, it should be noted that the financial instruments we receive in these cases are often either (i) common stock investments that are restricted for resale for some period of time, (ii) convertible or non-convertible debt investments that are not publicly traded, (iii) equity investments in special purpose entities that are not publicly traded, or (iv) unrestricted common stock investments in public companies that do not have significant trading volume. Therefore, it may take us a significant period of time to liquidate these investments. We may suffer significant principal transactions loss prior to final liquidation of these financial instruments, which will impact the results of our Capital Markets segment.
Current wording
In some cases, CCM will receive financial instruments in lieu of cash for its investment banking and new issue engagements. In these cases, we record investment banking and new issue revenue equal to the fair value of the instruments received. Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets. Any change in the fair value of these instruments subsequent to recording the investment banking and new issue revenue will be recorded as an adjustment to investment banking and new issue revenue in the consolidated statement of operations. Further, it should be noted that the financial instruments we receive in these cases are often either (i) common stock investments that are restricted for resale for some period of time, (ii) convertible or non-convertible debt investments that are not publicly traded, (iii) equity investments in special purpose entities that are not publicly traded, or (iv) unrestricted common stock investments in public companies that do not have significant trading volume. Therefore, it may take us a significant period of time to liquidate these investments. We may suffer significant losses prior to final liquidation of these financial instruments, which will impact the results of our Capital Markets segment.
Previous wording
When CCM receives common stock in exchange for services, the non-cash revenue recorded equals the fair value of the stock received as of the date the underlying transaction closed. CCM's clients include many newly public companies as well as early stage and high growth companies. These companies often have highly volatile stock prices. Accordingly, CCM may experience significant gains or losses subsequent to the receipt of the stock until the stock is finally liquidated. Such gains or losses are recorded as a component of principal transactions and are shown separately in the table immediately below in the section:*Capital Markets principal transactions.*Unless the financial instruments received have been fully liquidated, CCM may experience further gains and losses in the future related to those financial instruments. See note 7 to our consolidated financial statements included in this Quarterly Report on Form 10-Q to review the remaining carrying value of positions held as of the current reporting period date.
Current wording
When CCM receives financial instruments in exchange for services, the non-cash revenue recorded equals the fair value of the financial instrument received as of the date the underlying transaction closed. CCM's clients include many newly public companies as well as early stage and high growth companies. These companies often have highly volatile stock prices. Accordingly, CCM may experience significant gains or losses subsequent to the receipt of the financial instrument until the financial instrument is finally liquidated. Unless the financial instruments received have been fully liquidated, CCM may experience further gains or losses in the future related to those financial instruments. See note 7 to our consolidated financial statements included in this Quarterly Report on Form 10-Q to review the remaining carrying value of positions held as of the current reporting period date.
Previous wording
Net trading revenue increased by $4,744, or 54%, to $13,560 for the three months ended September 30, 2025, as compared to $8,816 for the three months ended September 30, 2024. The following table shows the detail by trading group.
Current wording
Net trading revenue increased by $3,989, or 43%, to $13,200 for the three months ended March 31, 2026, as compared to $9,211 for the three months ended March 31, 2025. The following table shows the detail by trading group.
Previous wording
Principal transactions and other income (loss) decreased by $157,576 to ($159,303) for the three months ended September 30, 2025, as compared to ($1,727) for the three months ended September 30, 2024. The following table summarizes principal transactions and other income by category.
Current wording
Principal transactions and other income (loss) decreased by $773 to ($3,428) for the three months ended March 31, 2026, as compared to ($2,655) for the three months ended March 31, 2025. The following table summarizes principal transactions and other income by category.
Previous wording
These investments represent our direct and indirect investments in certain public companies. These investments may be in the form of unrestricted common stock, restricted common stock, equity derivatives, convertible notes and non-convertible notes receivable, as well as equity interest in SPVs that have investments in these public companies. The name and stock symbol of each public company in which we have a direct or indirect investment is listed in the table above. The amounts shown represent the change in the fair value of our investments during each time period noted in the table. Many of the interests in the public companies listed above were acquired as non-cash compensation related to new issue and advisory engagements. When we received these investments, we recorded new issue and advisory revenue for the fair value of those instruments at that time.
Current wording
These investments represent our direct and indirect investments in certain public companies. These investments may be in the form of unrestricted common stock, restricted common stock, equity derivatives, convertible notes and non-convertible notes receivable, as well as equity interest in SPVs that have investments in public companies. The name and stock symbol of each public company in which we have a direct or indirect investment is listed in the table above. The amounts shown represent the change in the fair value of our investment during each time period noted in the table.
Previous wording
The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans. We carry our investment in the CREO JV at its NAV.
Current wording
CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans. We carry our investment in the CREO JV at its reported NAV.
Previous wording
The U.S. Insurance JV invests in insurance company debt. We carry our investment in the U.S. Insurance JV at its NAV.
Current wording
U.S. Insurance JV invests in insurance company debt. We carry our investment in the U.S. Insurance JV at its reported NAV.
Previous wording
Other income / (loss) is comprised of an ongoing revenue share arrangement as well as other miscellaneous operating income items. The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC. The IIFC revenue share arrangement expires at the earlier of (i) the dissolution of IIFC or (ii) when we have earned a cumulative $20,000 in revenue share payments. To date, we have earned $9,863 in connection with this revenue share arrangement.
Current wording
Other income is comprised of an ongoing revenue share arrangement as well as other miscellaneous operating income items. The loss on sale of Vellar GP related to the sale of our interest in the Vellar GP consummated in the three months ended March 31, 2025. The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC. The IIFC revenue share arrangement expires at the earlier of (i) the dissolution of IIFC or (ii) when we have earned a cumulative $20,000 in revenue share payments. To date, we have earned $10,304 in revenue share income. Other income is recorded in all three of our segments. See note 29 to our consolidated financial statements included in our Annual Report on Form 10-K.
Previous wording
Compensation and benefits increased by $35,769, or 200%, to $53,684 for the three months ended September 30, 2025, as compared to $17,915 for the three months ended September 30, 2024.
Current wording
Compensation and benefits increased by $19,641, or 91%, to $41,307 for the three months ended March 31, 2026, as compared to $21,666 for the three months ended March 31, 2025.
Previous wording
Cash compensation and benefits in the table above was primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits. The increase was primarily the result of increased incentive compensation driven by increased revenue. Our total headcount was 124 at September 30, 2025 and 113 at September 30, 2024. Equity-based compensation remained relatively unchanged.
Current wording
Cash compensation and benefits in the table above was primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits. The increase was primarily the result of increased incentive compensation driven by increased revenue. Our total headcount was 128 at March 31, 2026 and 117 at March 31, 2025. Equity-based compensation remained relatively unchanged.
Previous wording
Business development, occupancy, and equipment increased by$474, or 30%, to$2,041 for the three months ended September 30, 2025, as compared to$1,567 for the three months ended September 30, 2024. This increase was comprised of an increase in business development of $403 and an increase in occupancy and equipment of $71.
Current wording
Business development, occupancy, and equipment increased by$554, or 30%, to$2,383 for the three months ended March 31, 2026, as compared to$1,829 for the three months ended March 31, 2025. This increase was comprised of an increase in business development of $427 and an increase in occupancy and equipment of $127.
Previous wording
Subscriptions, clearing, and execution increased by$80, or 3%, to$2,771 for the three months ended September 30, 2025, as compared to$2,691 for the three months ended September 30, 2024. The increase was comprised of an increase in clearing and execution of $98; partially offset by a decrease in subscriptions of $18.
Current wording
Subscriptions, clearing, and execution increased by$1,778, or 82%, to$3,952 for the three months ended March 31, 2026, as compared to$2,174 for the three months ended March 31, 2025. The increase was comprised of an increase in clearing and execution of $1,565 and an increase in subscriptions of $213.
Previous wording
Professional fees and other operating expenses increased by$1,618, or 75%, to$3,774 for the three months ended September 30, 2025, as compared to$2,156 for the three months ended September 30, 2024. This increase is comprised of an increase in professional fees of $1,410 and an increase in other operating expenses of $208.
Current wording
Professional fees and other operating expenses increased by$2,132, or 76%, to$4,924 for the three months ended March 31, 2026, as compared to$2,792 for the three months ended March 31, 2025. This increase is comprised of an increase in professional fees of $2,433; partially offset by a decrease in other operating expenses of $301.
Previous wording
Depreciation and amortization increased by $39, or 27%, to $183 for the three months ended September 30, 2025, as compared to $144 for the three months ended September 30, 2024.
Current wording
Depreciation and amortization increased by $31, or 18%, to $203 for the three months ended March 31, 2026, as compared to $172 for the three months ended March 31, 2025.
Previous wording
Interest expense, net decreased by $69 to $4,416 for the nine months ended September 30, 2025, as compared to $4,347 for the nine months ended September 30, 2024.
Current wording
Interest expense, net decreased by $113 to $1,335 for the three months ended March 31, 2026, as compared to $1,448 for the three months ended March 31, 2025.
Showing the first 40 of 58 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On February 12, 2026, Columbus Circle Capital Corp. II (NASDAQ: CMIIU) (the “ Columbus Circle II SPAC”), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 23,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ full exercise of their over-allotment option.
Rearranged previous paragraphs (36)
Previous report — wording carried elsewhere
In 2018, we began sponsoring a series of SPACs. In addition, we invest in other SPACs at various stages of their business life cycle. These SPAC activities have become a significant portion of our Principal Investing business segment.
Previous report — wording carried elsewhere
On June 23, 2025, the Columbus Circle SPAC entered into a definitive business combination agreement with ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), ProCap Financial, Inc., a Delaware corporation (“ProCap Financial”), Crius SPAC Merger Sub, Inc., a Delaware corporation (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), and Inflection Points Inc, d/b/a Professional Capital Management, a Delaware corporation (the "Business Combination Agreement").
Previous report — wording carried elsewhere
As disclosed above, the Columbus Circle Sponsor holds an aggregate of 8,333,333 founder shares in the Columbus Circle SPAC. Further, certain non-controlling interests in the Columbus Circle Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in the Columbus Circle Sponsor, either directly or indirectly, and have an interest in the Columbus Circle SPAC’s founder shares through such membership interests in the Columbus Circle Sponsor. The number of the Columbus Circle SPAC’s founders shares in which such non-controlling interests in the Columbus Circle Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Columbus Circle Sponsor will not be finally and definitively determined unless and until consummation of the Business Combination (the “Business Combination Closing”). The number of the Columbus Circle SPAC’s founder shares currently allocated to the Operating LLC is approximately 2,151,666, but such number of founder shares will also not be finally and definitively determined unless and until the Closing occurs. If the Business Combination Closing occurs, each founder share held by the Columbus Circle Sponsor, including those allocated to the Operating LLC, will be converted into one share of common stock in ProCap Financial.
Previous report — wording carried elsewhere
NineMonths Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
Previous report — wording carried elsewhere
The following table sets forth information regarding our consolidated results of operations for the nine months ended September 30, 2025 and 2024.
Previous report — wording carried elsewhere
Cash compensation and benefits in the table above was primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits. The increase was primarily the result of increased incentive compensation driven by increased revenues. Our total headcount was 124 at September 30, 2025 and 113 at September 30, 2024. Equity-based compensation remained relatively unchanged.
Previous report — wording carried elsewhere
Cohen & Company Inc. consolidates the Operating LLC but only owns a minority economic interest in the Operating LLC. For the nine months ended September 30, 2025, Cohen & Company Inc. owned 29.5% of the economic interests of the Operating LLC (on average) and was allocated the same percentage of income/(loss) generated by the Operating LLC. To the extent Cohen & Company Inc. incurs tax obligations on this amount, the related tax expense is recognized in our consolidated financial statements. The remaining 70.5% of income/(loss) generated by the Operating LLC was allocated to the non-controlling members of the Operating LLC and is subject to taxation on such members' individual tax returns.
Previous report — wording carried elsewhere
Net income / (loss) attributable to the non-convertible non-controlling interest for the nine months ended September 30, 2025 and 2024 was comprised of the non-controlling interest related to member interests in consolidated subsidiaries of the Operating LLC other than interests held by us therein for the relevant periods. These interests are not convertible into Common Stock.
Previous report — wording carried elsewhere
Net income / (loss) attributable to the convertible non-controlling interest for the nine months ended September 30, 2025 and 2024 was comprised of the non-controlling interest related to member interests in the Operating LLC other than interests held by us in the Operating LLC for the relevant periods. These interests are convertible into Common Stock. See note 21 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Previous report — wording carried elsewhere
Our net trading revenue includes unrealized gains on our trading investments as of the applicable measurement date that may never be realized due to changes in market or other conditions not under our control. This may adversely affect the ultimate value realized from these investments. In addition, our net trading revenue also includes realized gains on certain proprietary trading positions. Our ability to derive trading gains from such trading positions is subject to overall market conditions. Due to volatility and uncertainty in the capital markets, the net trading revenue recognized may not be indicative of future results. Furthermore, from time to time, some of the assets included in the investments-trading line of our consolidated balance sheets represent level 3 valuations within the FASB valuation hierarchy. Level 3 assets are carried at fair value based on estimates derived using internal valuation models and other estimates. See notes 7, 8, and 9 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q. The fair value estimates made by us may not be indicative of the final sale price at which these assets may be sold. We consider our gestation repo business to be subject to significant concentration risk. See note 10 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q. All net trading revenue is included in our Capital Markets segment. See note 21 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Previous report — wording carried elsewhere
Our AUM equals the sum of the NAV or gross assets of the Investment Vehicles we manage based on whichever measurement serves as the basis for the calculation of our management fees.
Previous report — wording carried elsewhere
Our calculation of AUM may differ from the calculations used by other asset managers and, as a result, this measure may not be comparable to similar measures presented by other asset managers. This definition of AUM is not necessarily identical to the definitions of AUM that may be used in our management agreements.
Previous report — wording carried elsewhere
(2) In some cases, accounts we manage may employ leverage. Further, in some cases, our fees are based on gross assets and in other cases, our fees are based on net assets. Finally, in the case of the SPAC Series Funds there are no management fees earned. AUM included herein is calculated using either gross or net assets of each managed account or CDO based on whichever serves as the basis for our management fees. In the case where no management fees are earned, the net assets are included.
Previous report — wording carried elsewhere
Our revenue earned from new issue and advisory has been, and we expect will continue to be, volatile. We earn revenue from a limited number of engagements. Therefore, a small change in the number of engagements can result in large fluctuations in the revenue recognized. Further, even if the number of engagements remains consistent, the average revenue per engagement can fluctuate considerably. Finally, our revenue is generally earned when an underlying transaction closes (rather than on a monthly or quarterly basis). Therefore, the timing of underlying transactions increases the volatility of our revenue recognition. In addition, we often incur certain costs related to new issue engagements. These costs are included as a component of either subscriptions, clearing and execution, or professional fees and other. All new issue revenue is included in our Capital Markets segment. See note 21 to our consolidated financial statements included in Item 1 of our Quarterly Report on Form 10-Q.
Previous report — wording carried elsewhere
CCM, a division of Cohen Securities, is our full-service boutique investment bank, which focuses on M&A, underwriting, capital markets, and SPAC advisory services. In addition, we sometimes generate new issue revenue by originating new assets for the U.S. Insurance JV, CREO JV, and our European PriDe Funds.
Previous report — wording carried elsewhere
In some cases, CCM will receive financial instruments in lieu of cash for its advisory transactions. In these cases, we record advisory revenue equal to the fair value of the instruments received. Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets. Any change in the fair value of these instruments subsequent to recording the new issue revenue will be recorded as principal transactions gain or loss in the consolidated statement of operations. Further, it should be noted that the financial instruments we receive in these cases are often either (i) common stock investments that are restricted for resale for some period of time, (ii) convertible or non-convertible debt investments that are not publicly traded, (iii) equity investments in special purpose entities that are not publicly traded, or (iv) unrestricted common stock investments in public companies that do not have significant trading volume. Therefore, it may take us a significant period of time to liquidate these investments. We may suffer significant principal transactions loss prior to final liquidation of these financial instruments, which will impact the results of our Capital Markets segment.
Previous report — wording carried elsewhere
The following table shows the cash and non-cash portion of new issue and advisory revenue:
Previous report — wording carried elsewhere
When CCM receives common stock in exchange for services, the non-cash revenue recorded equals the fair value of the stock received as of the date the underlying transaction closed. CCM's clients include many newly public companies as well as early stage and high growth companies. These companies often have highly volatile stock prices. Accordingly, CCM may experience significant gains or losses subsequent to the receipt of the stock until the stock is finally liquidated. Such gains or losses are shown are recorded as a component of principal transactions and are shown separately in the table immediately below in the section:*Capital Markets principal transactions.*Unless the financial instruments received have been fully liquidated, CCM may experience further gains or losses in the future related to those financial instruments. See note 7 to our consolidated financial statements included in this Quarterly Report on Form 10-Q to review the remaining carrying value of positions held as of the current reporting period date.
Previous report — wording carried elsewhere
Principal Transactions and Other Income (Loss)
Previous report — wording carried elsewhere
These investments represent our direct and indirect investments in certain public companies. These investments may be in the form of unrestricted common stock, restricted common stock, equity derivatives, convertible notes and non-convertible notes receivable, as well as equity interest in SPVs that have investments in these public companies. The name and stock symbol of each public company in which we have a direct or indirect investment is listed in the table above. The amounts shown represent the change in the fair value of our investments during each time period noted in the table. Many of the interests in the public companies listed above were acquired as non-cash compensation related to new issue and advisory engagements. When we received these investments, we recorded new issue and advisory revenue for the fair value of those instruments at that time.
Previous report — wording carried elsewhere
The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans. We carry our investment in the CREO JV at its NAV.
Previous report — wording carried elsewhere
The U.S. Insurance JV invests in insurance company debt. We carry our investment in the U.S. Insurance JV at its NAV.
Previous report — wording carried elsewhere
Other principal investments consist of realized and unrealized gains and losses from other investments reported at fair value.
Previous report — wording carried elsewhere
Other income / (loss) is comprised of an ongoing revenue share arrangement as well as other miscellaneous operating income items. The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC. The IIFC revenue share arrangement expires at the earlier of (i) the dissolution of IIFC or (ii) when we have earned a cumulative $20,000 in revenue share payments. To date, we have earned $9,863 in connection with this revenue share arrangement.
Previous report — wording carried elsewhere
Professional Fee and Other Operating Expenses
Previous report — wording carried elsewhere
See notes 15 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Previous report — wording carried elsewhere
Income / (Loss) from Equity Method Affiliates
Previous report — wording carried elsewhere
SPAC sponsor entities includes both indirect and direct investments in SPAC sponsor entities. Several of these SPAC sponsor entities are invested in SPACs that have completed their business combinations. Those SPAC sponsor entities hold restricted and unrestricted equity interests in the public post-merger entities. We account for our investments in SPAC sponsor entities under the equity method of accounting. If the SPAC sponsor entity distributes SPAC shares to us, we account for those SPAC shares as a component of other investments, at fair value. The following table shows the equity method income or loss included in other SPAC sponsor entities above broken out by the ultimate public company investee. For several of the investments described below, we also had an investment in the same company accounted for at fair value as a component of other investments, at fair value during the periods presented. See discussion of principal transactions above.
Previous report — wording carried elsewhere
Our provision for income taxes fluctuates due to several factors mostly attributable to our legal structure, which are summarized as follows.
Previous report — wording carried elsewhere
Cohen & Company Inc. is treated as a “C” corporation for United States federal income tax purposes. A U.S. C corporation is subject to a federal tax rate of 21%. Our effective tax rate is significantly different than this rate for the following reasons.
Previous report — wording carried elsewhere
The Operating LLC itself consolidates certain pass-through entities. Therefore, the income/(loss) of these entities is included in our consolidated results, but no tax expense/(benefit) related to the unowned portions of these entities is included in our consolidated results.
Previous report — wording carried elsewhere
There are state, local, and foreign taxes that the Operating LLC or its subsidiaries are subject to, which are included in our effective tax rate.
Previous report — wording carried elsewhere
We also have valuation allowances applied against our NOL and NCL carryforward deferred tax assets as well as our tax over book basis in the Operating LLC. Valuation allowances are applied to deferred tax assets when management determines that the assets may not be fully realized. This determination requires significant judgement and is primarily based on management's expectations regarding the generation of future taxable income. ASC 740 indicates that all available evidence should be considered when assessing the need for and the appropriate level of a valuation allowance. All available evidence includes historical information supplemented by all currently available information about future periods.
Previous report — wording carried elsewhere
Net Income / (Loss) Attributable to the Non-Convertible Non-Controlling Interest
Previous report — wording carried elsewhere
Other SPAC Sponsor Investor represents an entity that we consolidate, but do not wholly own, that invests in other SPAC sponsor entities. We sold our interest in Vellar GP during 2025.
Previous report — wording carried elsewhere
Net Income / (Loss) Attributable to the Convertible Non-Controlling Interest