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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2025
COHEN CIRCLE ACQUISITION CORP. I
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42369 | 98-1634072 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
|
2929 Arch Street, Suite 1703 Philadelphia, PA |
19104 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 701-9555
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | CCIRU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | CCIR | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one Class A ordinary share | CCIRW | The Nasdaq Stock Market LLC |
Item 8.01. Other Events.
On March 10, 2025, Cohen Circle Acquisition Corp. I made available to holders of its Class A ordinary shares its PFIC Annual Statement for fiscal year 2024, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Cohen Circle Acquisition Corp. I PFIC Annual Statement – Class A | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 10, 2025 | COHEN CIRCLE ACQUISITION CORP. I | |
| By: | /s/ R. Maxwell Smeal | |
| Name: | R. Maxwell Smeal | |
| Title: | Chief Financial Officer and Secretary | |
2
Exhibit 99.1
Cohen Circle Acquisition
Corp I
PFIC Annual Statement
Entity Name: Cohen Circle Acquisition Corp I
Cohen Circle Acquisition Corp I (the “Company”) may be considered a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. The following information is provided to allow a shareholder of the Company (a “Shareholder”) to make an election under Section 1295 of the Internal Revenue Code to treat the Company as a Qualified Electing Fund (“QEF Election”) for U.S. federal income tax purposes. The QEF Election is optional and can only be made by the Shareholder. The Company is unable to make this election on behalf of the Shareholder. Please note that a QEF Election may not be recognized for state income tax purposes in some states. The PFIC rules are complex. Please consult with your personal tax advisor to determine whether or not it is advisable for you to make a QEF Election with respect to your investment in the Company.
| (1) | This PFIC Annual Information statement applies to the tax period of the Company: |
| Beginning | 1/1/2024 | Ending | 12/31/2024 |
| (2) | The Shareholder’s per-unit, per-day information for the Company’s taxable period specified in paragraph (1) is provided in the below chart. We recommend that all U.S. taxpayers consult a tax advisor concerning the overall tax consequences of their ownership in the Company and their U.S. tax reporting requirements. |
| Fund Name (and name of any underlying funds if applicable) | Ticker | Ordinary Earnings (US$) | Net Capital Gains (US$) | ||||
| Cohen Circle Acquisition Corp I | CCIR | 0.0011766951 | NONE |
| (3) | The amount of cash and fair market value of other property distributed or deemed distributed by the Company to the Shareholder during the Company’s taxable period specified in paragraph (1) is as follows: |
| Cash: | NONE |
| Fair Market Value of Property: | NONE |
| (4) | The Company will permit the Shareholder to inspect and copy the Company’s permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish that PFIC ordinary earnings and net capital gain, as provided in Section 1293(e) of the Internal Revenue Code, are computed in accordance with U.S. income tax principles, and to verify these amounts and the Shareholder’s pro rata share thereof. |
| Cohen Circle Acquisition Corp I | |||||
| Date: | 3/10/2025 | By: | /s/ R Maxwell Smeal | ||
| Title: | Chief Financial Officer | ||||
Additional Information
The following additional information is supplied to enable the Shareholder to complete IRS Form 8621:
(Please note: a Shareholder may have additional filing disclosures including, but not limited to, Forms 926, 5471, and/or 8938 as a result of the Shareholder’s investment in the Company. Please consult your tax advisor.)
| Address of the PFIC: | 2929 Arch Street, Suite 1703 Philadephia, PA 19104 |
|
| Taxpayer Identification Number: | 98-1634072 | |
| Country of Incorporation: | Cayman Islands | |
| Date of Incorporation: | 10/26/2021 |