Reed Smith Advises Anthony Pompliano's ProCap BTC in $1 Billion Business Combination with Columbus Capital Corp. I

Rhea-AI Summary

ProCap BTC announced a significant business combination with Columbus Circle Capital Corp. I (NASDAQ: CCCM), forming ProCap Financial in a deal valued at $1 billion. The transaction includes a record-breaking $750 million fundraise, comprising $516.5 million in preferred equity securities and $235 million in senior secured convertible notes commitments.

The deal structure ensures immediate bitcoin exposure for preferred equity investors, with ProCap BTC committing to purchase bitcoin within 15 days of signing. Anthony Pompliano, ProCap BTC's founder and CEO, will lead the combined entity as CEO. The transaction represents a milestone in institutional bitcoin adoption, positioning ProCap Financial to become a leading financial services firm bridging bitcoin and traditional finance.

Positive

• Record-breaking $750 million fundraise from institutional and bitcoin-native investors
• Immediate bitcoin exposure for preferred equity investors through committed bitcoin purchases
• Strategic positioning at intersection of bitcoin and traditional finance
• Strong institutional backing demonstrates market confidence in the business model

Negative

• Complex transaction structure involving multiple financial instruments may pose integration challenges
• Execution risk in transitioning to public markets while maintaining bitcoin-native strategy

MIAMI, June 26, 2025 /PRNewswire/ -- Global law firm Reed Smith LLP is pleased to announce its role as legal counsel to ProCap BTC, LLC ("ProCap BTC"), a bitcoin-native financial services firm, in connection with its proposed business combination with Columbus Circle Capital Corp. I (NASDAQ: CCCM), a special purpose acquisition company. The combined public company is expected to operate as ProCap Financial, Inc. ("ProCap Financial") upon the closing of the transactions. ProCap Financial aims to become the leading financial services firm at the intersection of bitcoin and traditional finance.

In connection with the business combination, the parties raised over $750 million from leading institutional and bitcoin-native investors--the largest initial fundraise in history for a public bitcoin treasury company. The capital raise was comprised of $516.5 million in preferred equity securities of ProCap BTC and $235 million in commitments for senior secured convertible notes of ProCap Financial. The preferred equity raise funded at the signing of the definitive documents and the convertible note raise will fund at the closing of the proposed transactions.

The transaction structure provides preferred equity investors with immediate exposure to bitcoin, since ProCap BTC agreed to purchase bitcoin with the proceeds of the equity raise within 15 days of signing the definitive documents.

Anthony Pompliano, ProCap BTC's founder and chief executive officer, will serve as the chief executive officer of ProCap Financial upon the closing of the proposed transactions.

"This deal marks a defining moment in the institutional adoption of bitcoin, which is no longer viewed as speculative but a core strategic asset for public and pre-public companies alike," said Constantine Karides, chair of Reed Smith's Crypto and Digital Assets Group.

"ProCap's approach–combining sophisticated capital execution with bitcoin-native strategies–exemplifies how the next generation of financial services will be built. We're proud to help pioneers like Anthony Pompliano bring financial innovation to the public markets in a way that's both compliant and catalytic for the next era of asset management."

The Reed Smith team was led by Karides, along with capital markets partners Katherine Geddes and Lynwood Reinhardt.

Reed Smith recently served as legal counsel on Trump Media and Technology Group Corp.'s groundbreaking $2.5 billion bitcoin treasury deal and the merger between health care company KindlyMD, Inc. and Nakamoto Holdings Inc., a bitcoin-native holding company, to start a bitcoin treasury strategy.

About Reed Smith LLP

Reed Smith is a global law firm dedicated to helping clients navigate the intersection of innovation, finance, and regulation. With over 1,500 lawyers across 30 offices worldwide, Reed Smith is a trusted advisor to financial institutions, emerging ventures, and market leaders in digital assets and blockchain technologies.

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SOURCE Reed Smith LLP

FAQ

What is the value of the ProCap BTC and Columbus Capital Corp. I (CCCM) business combination?

The business combination is valued at $1 billion, including a $750 million fundraise comprising $516.5 million in preferred equity and $235 million in convertible notes.

Who will be the CEO of ProCap Financial after the CCCM merger?

Anthony Pompliano, the founder and current CEO of ProCap BTC, will serve as the chief executive officer of ProCap Financial after the merger closes.

How much capital did ProCap BTC raise in connection with the CCCM merger?

ProCap BTC raised over $750 million, marking the largest initial fundraise in history for a public bitcoin treasury company.

What is the structure of ProCap BTC's fundraising with CCCM?

The fundraising consists of $516.5 million in preferred equity securities (funded at signing) and $235 million in senior secured convertible notes (to be funded at closing).

When will ProCap BTC purchase bitcoin with the preferred equity proceeds?

ProCap BTC has committed to purchase bitcoin with the preferred equity proceeds within 15 days of signing the definitive documents.