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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Cohen Circle Acquisition Corp. I (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G3730H106 (CUSIP Number) |
Mehar Jagota 2929 Arch Street, Suite 1703, Philadelphia, PA, 19104 2157019555 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/30/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G3730H106 |
| 1 |
Name of reporting person
Cohen Circle Sponsor I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,005,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.67 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Comprised of 445,000 Class A ordinary shares, and 3,560,000 Class B ordinary shares. The Class B shares will automatically convert into Class A shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the Issuer's charter documents.
SCHEDULE 13D
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| CUSIP No. | G3730H106 |
| 1 |
Name of reporting person
Cohen Circle Advisors I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,345,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Comprised of 4,345,000 Class B ordinary shares. The Class B shares will automatically convert into Class A shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the Issuer's charter documents.
SCHEDULE 13D
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| CUSIP No. | G3730H106 |
| 1 |
Name of reporting person
Betsy Z. Cohen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,350,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Comprised of 445,000 Class A ordinary shares, and 7,905,000 Class B ordinary shares. The Class B shares will automatically convert into Class A shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the Issuer's charter documents. Ms. Cohen is the Manager of each of Cohen Circle Sponsor I, LLC and Cohen Circle Advisors I, LLC and shares voting and investment power over shares held by those entities and disclaims beneficial ownership over any securities in which she does not have any pecuniary interest.
SCHEDULE 13D
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| CUSIP No. | G3730H106 |
| 1 |
Name of reporting person
Amanda Abrams | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Cohen Circle Acquisition Corp. I | |
| (c) | Address of Issuer's Principal Executive Offices:
2929 Arch Street, Suite 1703, Philadelphia,
PENNSYLVANIA
, 19104. | |
Item 1 Comment:
Introductory Note
This Amendment No. 1 to Schedule 13D (this "Amendment") relates to the Class A ordinary shares, par value $0.0001 per share of Cohen Circle Acquisition Corp. I (the "Issuer"). This Amendment amends the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on October 17, 2024 (the "Original Schedule 13D"). Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed by:
(i) Sponsor, which is the holder of record of approximately 12.67% of the issued and outstanding shares of all share classes of the Issuer (31,620,000) based on the number of Class A Shares (23,000,000), private placement units (715,000), and Class B Shares (7,905,000) outstanding as of the closing of the Issuer's initial public offering on October 15, 2024 (the "IPO");
(ii) Cohen Circle Advisors I, LLC ("Advisors"), which is the holder of record of 4,345,000 Class B Shares, or 13.74%, of the issued and outstanding shares of all share classes of the Issuer outstanding as of the closing of the IPO;
(iii) Betsy Z. Cohen, the President and Chief Executive Officer of the Issuer, and also the Manager of Sponsor and Advisors; and
(iv) Amanda Abrams.
On December 30, 2024, Ms. Abrams resigned as the co-Manager of Sponsor and Advisors. As a result, Ms. Abrams has ceased to be Reporting Person, which change in status is hereby reported upon the filing of this Amendment. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. | |
| (b) | The address of the principal business and principal office of each of Sponsor, Advisors and Mses. Cohen and Abrams is c/o Cohen Circle, LLC, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104. | |
| (c) | Sponsor and Advisors' principal businesses are to act as the Issuer's sponsor and holder of all Class B Shares. The principal occupation of Ms. Cohen is to serve as an officer of the Issuer. The principal occupation of Ms. Abrams is to serve as Chief Executive Officer of Cohen Circle, LLC. | |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Sponsor and Advisors are each a Delaware limited liability company. Mses. Cohen and Abrams are citizens of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No change. | ||
| Item 4. | Purpose of Transaction | |
No change. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Calculation of the percentage of ordinary shares beneficially owned is based on 31,620,000 ordinary shares outstanding as of the closing of the IPO, including the Class A Shares (23,000,000), private placement units (715,000), and Class B Shares (7,905,000) outstanding as of such date. The aggregate number and percentage of ordinary shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment and are incorporated herein by reference. As of December 30, 2024, each of Sponsor and Advisors is controlled by its Manager, Betsy Cohen. Ms. Cohen may be deemed to have beneficial ownership of securities reported herein, however, Ms. Cohen disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest she may have therein, directly or indirectly. | |
| (b) | The information in Item 5(a) is incorporated herein by reference. | |
| (c) | None of the Reporting Persons has effected any transactions of ordinary shares during the 60 days preceding the date of this Amendment. | |
| (d) | Not applicable. | |
| (e) | On December 30, 2024, Ms. Abrams resigned as the co-Manager of Sponsor and Advisors. As a result, Ms. Abrams has ceased to be Reporting Person, which change in status is hereby reported upon the filing of this Amendment. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
No change. | ||
| Item 7. | Material to be Filed as Exhibits. | |
No change. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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