BRR

#3639
ProCap Financial, Inc. - Common Stock
2.1 6 USD
-0.03%
Market Price
Settore: Finanziario
Base: USD
Valuta di Profitto: USD
Intervallo Giornaliero
2.16
2.16
Intervallo Annuale
1.31
10.51
Variazione giornaliera
-2.70%
Variazione Mensile
+27.06%
Variazione di 6 mesi
-19.40%
Variazione Annuale
-78.68%
Chiusura Precedente
2.2 2
Open
2.1 6
Minimo
2.1 6
Massimo
2.1 6
Volume
16
Apri il grafico completo

Financials

Panoramica Estratto Conto Statistiche Documents

2026

Current report, Q3 FY2026
Procap Financial, Inc. current report, Q3 FY2026
8-K
Current report, Q3 FY2026
Procap Financial, Inc. current report, Q3 FY2026
8-K
Quarterly report, Q2 FY2026
Procap Financial, Inc. quarterly report, Q2 FY2026
10-Q
Current report, Q2 FY2026
Procap Financial, Inc. current report, Q2 FY2026
8-K
Quarterly report, Q1 FY2026
Procap Financial, Inc. quarterly report, Q1 FY2026
10-Q
Current report, Q1 FY2026
Procap Financial, Inc. current report, Q1 FY2026
8-K
Current report, Q1 FY2026
Procap Financial, Inc. current report, Q1 FY2026
8-K
Current report, Q1 FY2026
Procap Financial, Inc. current report, Q1 FY2026
8-K
Current report, Q1 FY2026
Procap Financial, Inc. current report, Q1 FY2026
8-K
Current report, Q1 FY2026
Procap Financial, Inc. current report, Q1 FY2026
8-K

Procap Financial, Inc. current report, Q4 FY2025

Full document

Business Context and Reporting Period

This Form 8-K reports the consummation of a business combination between ProCap Financial, Inc. ("Pubco"), Columbus Circle Capital Corp I ("CCCM"), and ProCap BTC, LLC ("ProCap") on December 5, 2025. Following the transaction, CCCM and ProCap became wholly-owned subsidiaries of Pubco, which ceased to be a shell company. Pubco Stock (Symbol: BRR) and Pubco Warrants (Symbol: BRRWW) commenced trading on the Nasdaq Global Market and Nasdaq Capital Market, respectively, on December 8, 2025. The company operates as a U.S.-based Bitcoin-focused entity, aiming to preserve shareholder value through Bitcoin accumulation and cash-flow-generative media products.

Key Financial Metrics and Capital Structure

  • Bitcoin Holdings: As of the closing and subsequent transactions on December 9, 2025, the Company holds 5,000 Bitcoin.
  • Preferred Equity Investment: Raised $516.5 million from qualified investors at $10.00 per unit for 51,650,000 Preferred Units. Proceeds were used to purchase approximately 4,951 Bitcoin at an average price of $104,333.56.
  • Convertible Note Financing: Issued $235.0 million in aggregate principal amount of convertible notes at 97% of par ($228.0 million proceeds). Notes have a 130% conversion rate, zero interest, and a maturity of up to 36 months. They are two times collateralized by cash and Bitcoin assets.
  • Redemptions: Holders of 23,434,229 CCCM Class A ordinary shares redeemed their shares for approximately $235.5 million ($10.05 per share).
  • Trust Account: Approximately $16.0 million remained in the Trust Account following redemptions and became available to the Company.
  • Outstanding Equity: 85,166,604 shares of Pubco Stock and 12,852,500 Pubco Warrants were outstanding as of the Closing Date.
  • Outstanding Debt: $235.0 million in Convertible Notes, with 18,071,500 shares of Pubco Stock issuable upon conversion.

Material Changes and Transactions

The primary material change is the completion of the Business Combination, resulting in a new publicly traded entity. Key transactional details include:

  • Bitcoin Buy and Sell Transactions: On December 9, 2025, the Company executed a series of trades with BitGo. It used $200.0 million of Convertible Note proceeds to purchase Bitcoin at ~$93,000, sold ~$462.0 million of Bitcoin at ~$93,000, and used $267.8 million of those proceeds to repurchase Bitcoin at ~$93,000. This strategy added 49 Bitcoin to the treasury, bringing the total to 5,000.
  • Consideration: ProCap holders received 10,000,000 Common Merger Consideration Shares. Preferred Unit holders received shares equal to 1.25 times their outstanding units. Non-redeeming Public Shareholders received Pubco Stock on a one-for-one basis.
  • Adjustment Shares: No Adjustment Shares were issued at Closing based on the Bitcoin price formula defined in the agreement.

Guidance, Outlook, Risks, and Contingencies

Outlook and Strategy: The Company intends to accumulate Bitcoin as a long-term treasury reserve asset while operating media products to generate cash flow for further acquisitions. It anticipates that no less than 20% of its aggregate Bitcoin holdings will serve as collateral for the Convertible Notes.

Earnout Agreements: Significant portions of equity are subject to earnout conditions over a 2-year period:

  • Sponsor Earnout: 8,333,333 shares vest if Pubco Stock trades at or above $10.21 for 20 of 30 trading days, or if Bitcoin VWAP exceeds $140,000 for five days.
  • Seller Earnout: 9,500,000 shares vest under the same price triggers as the Sponsor Earnout.
  • Automatic Vesting: If neither trigger is met within two years, 100% of earnout shares vest on the second anniversary.

Risks: The filing highlights risks related to Bitcoin price volatility, the ability to maintain Nasdaq listing, limited operating history, regulatory changes, and the potential impact of a prolonged government shutdown. The Company explicitly states it does not anticipate declaring cash dividends in the foreseeable future.

Investor Verification Checklist

  • Verify the current market price of Bitcoin relative to the $140,000 earnout trigger and the $93,000-$104,000 acquisition cost basis.
  • Confirm the collateralization status of the $235.0 million Convertible Notes and the specific mix of cash versus Bitcoin held as collateral.
  • Review the "Unaudited Pro Forma Condensed Combined Financial Information" (Exhibit 99.4) for a complete picture of the combined entity's financial position.
  • Monitor the vesting schedule of the 17,833,333 earnout shares (Sponsor and Seller) and their potential dilution impact.
  • Assess the cash flow generation capabilities of the media products intended to fund future Bitcoin purchases.