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.