ProCap BTC LLC and Columbus Circle Capital Corporation I Announce Filing of a Draft Registration Statement on Form S-4 with the SEC

Rhea-AI Summary

ProCap BTC LLC and Columbus Circle Capital Corp I (NASDAQ: CCCM) announced the confidential submission of a Form S-4 draft registration statement to the SEC for their proposed business combination. The merger, previously announced on June 23, 2025, will result in the formation of ProCap Financial, a bitcoin-native financial services firm.

The transaction includes a private placement of non-voting preferred units and convertible notes to qualified institutional investors. ProCap BTC, founded by Anthony Pompliano, aims to focus on bitcoin-related activities and developing financial products for institutional investors. The deal's completion is subject to CCCM shareholder approval and other customary closing conditions.

Positive

• Formation of a specialized bitcoin-native financial services firm targeting institutional investors
• Strategic leadership from Anthony Pompliano, who has invested in over 300 private companies
• Additional capital raising through private placement of preferred units and convertible notes
• Experienced management team with over 25 years of M&A and capital markets expertise

Negative

• High dependency on volatile bitcoin prices could affect business performance
• Significant regulatory uncertainties surrounding cryptocurrency operations
• Risk of high shareholder redemptions could impact available capital
• Potential challenges in obtaining exchange listing approval

Insights

Financial Markets Analyst

ProCap BTC's SPAC merger with CCCM advances with SEC filing, creating a bitcoin-focused financial services firm for institutional investors.

The filing of a draft S-4 registration statement with the SEC marks a significant milestone in the proposed SPAC merger between ProCap BTC and Columbus Circle Capital Corp I (CCCM). This development follows their initial merger announcement on June 23, 2025, and represents a concrete step toward creating ProCap Financial, a bitcoin-native financial services firm.

The registration statement on Form S-4 is a critical regulatory filing that outlines the terms of the business combination, including the structure of the transaction, financial information, and risk factors. While this submission is still in the confidential review phase with the SEC, it indicates the deal is progressing through the required regulatory processes.

The transaction structure includes multiple components beyond the standard SPAC merger. There's a private placement of non-voting preferred units to qualified institutional buyers and a convertible note offering - suggesting the company is securing additional capital alongside the SPAC's funds. This multi-faceted capital structure indicates a sophisticated financial arrangement designed to provide adequate funding for the post-merger entity.

What makes this deal particularly notable is ProCap BTC's focus on bitcoin and institutional clients. Founded by Anthony Pompliano, a prominent bitcoin advocate who has invested in over 300 private companies, the resulting entity aims to develop profit-generating products and services specifically for large financial institutions and institutional investors in the bitcoin space. This positioning at the intersection of traditional finance and cryptocurrency could potentially capitalize on growing institutional interest in digital assets.

The completion of this transaction remains contingent on CCCM shareholder approval and other customary closing conditions, with no specific timeline provided for expected completion. As with all SPAC mergers, there's also the risk of shareholder redemptions that could reduce available capital.

NEW YORK, July 24, 2025 /PRNewswire/ -- ProCap BTC LLC ("ProCap BTC"), a company focused on holding bitcoin, educating people about bitcoin and other bitcoin-related activities, and Columbus Circle Capital Corp I ("CCCM") (Nasdaq: CCCM), a special-purpose acquisition company, announced the recent confidential submission by ProCap Financial, Inc. ("ProCap Financial") of a draft registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the "SEC").

The draft registration statement relates to the proposed business combination between ProCap BTC and CCCM, which was previously announced on June 23, 2025.

The completion of the proposed transaction is subject to customary closing conditions, including the approval of CCCM's shareholders.

About ProCap BTC and ProCap Financial
ProCap BTC is a bitcoin-native financial services firm founded by Anthony Pompliano. Pompliano has invested in more than 300 private companies and is one of the leading voices on bitcoin globally. ProCap Financial, the company resulting from the proposed Business Combination, will focus on implementing various profit-generating products and services to support the unique financial needs of large financial institutions and institutional investors.

About Columbus Circle Capital Corp I

Columbus Circle Capital Corp I (NASDAQ: CCCM) is a Cayman Islands–incorporated blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company is led by Chairman and CEO Gary Quin, a veteran investment banker with over 25 years of experience in cross-border M&A, private equity, and capital markets; COO Dan Nash, a skilled investment banker, with a strong track record in SPAC execution and building high-growth advisory platforms; and CFO Joseph W. Pooler, Jr., who brings decades of public company financial leadership. The board of directors includes Garrett Curran, Alberto Alsina Gonzalez, Dr. Adam Back, and Matthew Murphy.

IMPORTANT LEGAL INFORMATION

ProCap Financial and CCCM intend to file with the SEC a Registration Statement on Form S-4 (as may be amended, the "Registration Statement"), which will include a preliminary proxy statement of CCCM and a prospectus (the "Proxy Statement/Prospectus") in connection with (i) a proposed business combination, to be effected subject to and in accordance with the terms of that certain business combination agreement dated as of June 23, 2025 (as may be modified, amended or supplemented from time to time, the "Business Combination Agreement"), by and among ProCap Financial, CCCM, Crius SPAC Merger Sub, Inc., a Delaware corporation, Crius Merger Sub, LLC, a Delaware limited liability company, ProCap BTC, and Inflection Points Inc, d/b/a Professional Capital Management, a Delaware corporation (collectively with all of the related actions and transactions contemplated by such agreement, the "Business Combination"), (ii) a private placement of non-voting preferred units ("ProCap BTC Preferred Units") of ProCap BTC to certain "qualified institutional buyers" as defined in Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), or institutional "accredited investors" (as defined in Rule 506 of Regulation D) (such investors, "qualifying institutional investors") (the "Preferred Equity Investment") pursuant to preferred equity subscription agreements, and (iii) commitments by qualifying institutional investors to purchase convertible notes ("Convertible Notes") issuable in connection with the closing of the Proposed Transactions by ProCap Financial (the "Convertible Note Offering" and, together with the Preferred Equity Investment and the Business Combination, the "Proposed Transactions") pursuant to convertible notes subscription agreements. The definitive proxy statement and other relevant documents will be mailed to shareholders of CCCM as of a record date to be established for voting on the Proposed Transactions and other matters as described in the Proxy Statement/Prospectus. CCCM and/or ProCap Financial will also file other documents regarding the Proposed Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CCCM AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CCCM'S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CCCM, PROCAP BTC, PROCAP FINANCIAL AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by CCCM and ProCap Financial, without charge, once available, on the SEC's website at www.sec.gov, or by directing a request to: Columbus Circle Capital Corp I, 3 Columbus Circle, 24th Floor, New York, NY 10019; e-mail: IR@ColumbusCircleCap.com, or upon written request to ProCap Financial Inc. at 600 Lexington Ave., Floor 2, New York, NY 10022, respectively.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The offer and sale of the Convertible Notes to be issued by ProCap Financial pursuant to the Convertible Note Offering and the offer and sale of the ProCap BTC Preferred Units in the Preferred Equity Investment, in connection with the Proposed Transactions, has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Participants in Solicitation

CCCM, ProCap BTC, ProCap Financial and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from CCCM's shareholders in connection with the Proposed Transactions. A list of the names of such persons, and information regarding their interests in the Proposed Transactions and their ownership of CCCM's securities are, or will be, contained in CCCM's filings with the SEC, including the final prospectus for CCCM's initial public offering filed with the SEC on May 19, 2025 (the "IPO Prospectus"). Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of CCCM's shareholders in connection with the Proposed Transactions, including the names and interests of ProCap BTC's and ProCap Financial's respective directors or managers and executive officers, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by ProCap Financial and CCCM with the SEC. Investors and security holders may obtain free copies of these documents as described above.

No Offer or Solicitation

This communication and the information contained herein is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of CCCM, ProCap BTC or ProCap Financial, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions involving ProCap Financial, ProCap BTC, and CCCM, including expectations, hopes, beliefs, intentions, plans , prospects, financial results or strategies regarding ProCap BTC, ProCap Financial, CCCM and the Proposed Transactions, statements regarding the anticipated benefits and timing of the completion of the Proposed Transactions, the assets that may be held by ProCap BTC and ProCap Financial and the value thereof, the price and volatility of bitcoin, bitcoin's growing prominence as a digital asset and as the foundation of a new financial system, ProCap Financial's listing on any securities exchange, the macro and political conditions surrounding bitcoin, the planned business strategy including ProCap Financial's ability to develop a corporate architecture capable of supporting financial products built with and on bitcoin including native lending models, capital market instruments, and future innovations that will replace legacy financial tools with bitcoin-aligned alternatives, plans and use of proceeds, objectives of management for future operations of ProCap Financial, the upside potential and opportunity for investors, ProCap Financial's plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial impacts of the Proposed Transactions, the satisfaction of closing conditions to the Proposed Transactions and the level of redemptions of CCCM's public shareholders, and ProCap Financial's expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "potential," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, but not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price of CCCM's securities; the risk that the Proposed Transactions may not be completed by CCCM's business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the Proposed Transactions, including the approval of CCCM's shareholders; failure to realize the anticipated benefits of the Proposed Transactions; the level of redemptions of the CCCM's public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of CCCM or the shares of common stock, par value $0.001 per share, of ProCap Financial ("Pubco Common Stock") to be listed in connection with the Proposed Transactions; the insufficiency of the third-party fairness opinion for the board of directors of CCCM in determining whether or not to pursue the Proposed Transactions; the failure of ProCap Financial to obtain or maintain the listing of its securities on any securities exchange after the closing of the Proposed Transactions; risks associated with CCCM, ProCap BTC and ProCap Financial's ability to consummate the Proposed Transactions timely or at all, including in connection with potential regulatory delays or impediments, changes in bitcoin prices or for other reasons; costs related to the Proposed Transactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to ProCap Financial's anticipated operations and business, including the highly volatile nature of the price of bitcoin; the risk that ProCap Financial's stock price will be highly correlated to the price of bitcoin and the price of bitcoin may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions; asset security and risks associated with CCCM, ProCap BTC and ProCap Financial's ability to consummate the Proposed Transactions timely or at all, including in connection with potential regulatory delays or impediments, changes in bitcoin prices or for other reasons; risks related to increased competition in the industries in which ProCap Financial will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding bitcoin; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks related to the ability of ProCap BTC and ProCap Financial to execute their business plans; the risks that launching and growing ProCap Financial's bitcoin treasury advisory and services in digital marketing and strategy could be difficult; challenges in implementing ProCap Financial's business plan due to operational challenges, significant competition and regulation; risks associated with the possibility of ProCap Financial being considered to be a "shell company" by any stock exchange on which ProCap Financial's common stock will be listed or by the SEC, which may impact ProCap Financial's ability to list Pubco Common Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities, which could impact materially the time, cost and ability of ProCap Financial to raise capital after the closing of the Proposed Transactions; the outcome of any potential legal proceedings that may be instituted against ProCap Financial, ProCap BTC, CCCM or others in connection with or following announcement of the Proposed Transactions, and those risk factors discussed in documents that ProCap Financial and/or CCCM filed, or that will be filed, with the SEC, including as will be set forth in the Registration Statement to be filed with the SEC in connection with the Proposed Transactions. 

The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the IPO Prospectus, CCCM's Quarterly Reports on Form 10-Q and CCCM's Annual Reports on Form 10-K that will be filed by CCCM from time to time, the Registration Statement that will be filed by ProCap Financial and CCCM and the Proxy Statement/Prospectus contained therein, and other documents that have been or will be filed by CCCM and ProCap Financial from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither CCCM nor ProCap Financial presently know or that CCCM and ProCap Financial currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and each of CCCM, ProCap BTC, and ProCap Financial assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither CCCM, ProCap BTC, nor ProCap Financial gives any assurance that any of CCCM, ProCap BTC or ProCap Financial will achieve their respective expectations. The inclusion of any statement in this communication does not constitute an admission by CCCM, ProCap BTC or ProCap Financial or any other person that the events or circumstances described in such statement are material.

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SOURCE ProCap BTC LLC

FAQ

What is the proposed merger between ProCap BTC and CCCM (NASDAQ: CCCM)?

ProCap BTC and CCCM announced a business combination to form ProCap Financial, a bitcoin-native financial services firm. The deal was announced on June 23, 2025 and involves the submission of an S-4 registration statement to the SEC.

Who is leading ProCap BTC and what is their experience?

ProCap BTC is founded by Anthony Pompliano, a prominent bitcoin expert who has invested in over 300 private companies. The company focuses on bitcoin holdings, education, and related financial services.

What are the key conditions for the CCCM merger completion?

The merger completion requires CCCM shareholder approval and other customary closing conditions. The deal includes private placement of non-voting preferred units and convertible notes to qualified institutional investors.

What will be the main business focus of ProCap Financial after the merger?

ProCap Financial will focus on developing profit-generating products and services specifically designed for large financial institutions and institutional investors in the bitcoin space.

What are the potential risks of the ProCap BTC and CCCM merger?

Key risks include bitcoin price volatility, regulatory uncertainties, potential high shareholder redemptions, and challenges in obtaining exchange listing approval.