Item 8.01 Other Events.
As previously disclosed, Cohen & Company, LLC (the "Operating Company"), a
Delaware limited liability company and a subsidiary of Cohen & Company Inc., a
Maryland corporation (the "Company"), is the manager of Insurance Acquisition
Sponsor III, LLC and Dioptra Advisors III, LLC (together, the "Insurance SPAC
III Sponsor Entities"), and the Insurance SPAC III Sponsor Entities are sponsors
of INSU Acquisition Corp. III, a blank check company that was created to seek to
effect a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses
("Insurance SPAC III").
On November 18, 2022, Insurance SPAC III announced that, because it will not
consummate an initial business combination within the time period required by
its organizational documents, Insurance SPAC III intends to (i) dissolve and
liquidate effective as of the close of business on December 22, 2022, and
(ii) redeem all of the outstanding shares of Class A common stock that were
included in the units issued in its initial public offering at a per-share
redemption price of approximately $10.09.
Insurance SPAC III anticipates that the Insurance SPAC's Class A common stock,
as well as its publicly traded units and warrants, will cease trading as of the
close of business on December 21, 2022.
Insurance SPAC III's sponsors, including the Insurance SPAC III Sponsor
Entities, have agreed to waive their redemption rights with respect to their
outstanding shares of Class B common stock issued prior to Insurance SPAC III's
initial public offering.
As previously disclosed, the Operating Company loaned Insurance SPAC III an
aggregate of $960,000 to cover Insurance SPAC III's operating costs following
its initial public offering, all of which remains outstanding as of the date of
this Current Report on Form 8-K. The Company expects that this loan will not be
repaid and to record this amount as an expense during the fourth quarter of
2022.
Forward Looking Statements
This Current Report on Form 8-K contains certain statements, estimates, and
forecasts with respect to future performance and events. These statements,
estimates, and forecasts are "forward-looking statements." In some cases,
forward-looking statements can be identified by the use of forward-looking
terminology such as "may," "might," "will," "should," "expect," "intend,"
"plan," "anticipate," "believe," "estimate," "predict," "potential," "seek," or
"continue" or the negatives thereof or variations thereon or similar
terminology. All statements other than statements of historical fact included in
this communication are forward-looking statements and are based on various
underlying assumptions and expectations and are subject to known and unknown
risks, uncertainties, and assumptions, and may include projections of the
Company's future financial performance based on the Company's growth strategies
and anticipated trends in its business. These statements are based on the
Company's current expectations and projections about future events. There are
important factors that could cause the Company's actual results, level of
activity, performance, or achievements to differ materially from the results,
level of activity, performance, or achievements expressed or implied in the
forward-looking statements including, but not limited to, those discussed under
the heading "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition" in the Company's filings with the Securities and Exchange
Commission (the "SEC"), which are available at the SEC's website at www.sec.gov
and the Company's website at www.cohenandcompany.com/sec-filings. Such risk
factors include the following: (a) a decline in general economic conditions or
the global financial markets, including those caused by the Russian invasion of
Ukraine, (b) losses caused by financial or other problems experienced by third
parties, (c) losses due to unidentified or unanticipated risks, (d) a lack of
liquidity, i.e., ready access to funds for use in our businesses, (e) the
ability to attract and retain personnel, (f) litigation and regulatory issues,
(g) competitive pressure, (h) an inability to generate incremental income from
new or expanded businesses, (i) unanticipated market closures or effects due to
inclement weather or other disasters, (j) losses (whether realized or
unrealized) on our principal investments, (k) the possibility that payments to
the Company of subordinated management fees from its CDOs will continue to be
deferred or will be discontinued, (l) the possibility that the stockholder
rights plan may fail to preserve the value of the Company's deferred tax assets,
whether as a result of the acquisition by a person of 5% of the Company's common
stock or otherwise, (m) a reduction in the volume of investments into SPACs,
(n) the difficulty in identifying potential business combinations as a result of
increased competition in the SPAC market, (o) the value of our holdings of
founders shares in post-business combination companies is volatile and may
decline and the possibility that significant portions of the founder shares may
remain restricted for a long period of time, (p) the possibility that the
Company will stop paying quarterly dividends to its stockholders, (q) the
possibility that the Company will incur additional losses liquidating collateral
related to a reverse repo with now bankrupt First Guaranty Mortgage Corporation,
(r) the impacts of rising interest rates and inflation, and (s) the impacts of
the COVID-19 pandemic. As a result, there can be no assurance that the
forward-looking statements included in this communication will prove to be
accurate or correct. In light of these risks, uncertainties, and assumptions,
the future performance or events described in the forward-looking statements in
this communication might not occur. Accordingly, you should not rely upon
forward-looking statements as a prediction of actual results and we do not
undertake any obligation to update any forward looking statements, whether as a
result of new information, future events, or otherwise.
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