ProCap Financial SEC Filings

ProCap Financial, Inc. files a prospectus supplement registering 51,024,833 shares of Common Stock, comprised of 20,100,833 resale shares, 18,071,500 shares issuable upon conversion of Convertible Notes, and 12,852,500 shares issuable upon exercise of warrants. The supplement incorporates a Form 8-K reporting that on February 27, 2026 the company acquired 450 Bitcoin, with aggregate net capital used of $35,422,500 sourced from working capital.

The prospectus supplement dated March 3, 2026 updates the Prospectus dated January 20, 2026 and attaches the Current Report on Form 8-K filed March 2, 2026. Common Stock trades on Nasdaq under the symbol BRR and warrants under BRRWW; closing prices on March 3, 2026 were $2.95 and $0.4631, respectively.

ProCap Financial, Inc. filed a prospectus supplement dated March 3, 2026 registering 51,024,833 shares of Common Stock consisting of 20,100,833 resale shares, 18,071,500 shares issuable upon conversion of convertible notes, and 12,852,500 shares issuable upon exercise of warrants. The supplement incorporates a Form 8-K reporting that the company repurchased 148,241 shares in the open market on February 20, 2026 at approximately a 35% discount to NAV and commits to ongoing repurchases while shares trade at a discount. The prospectus supplement updates the registration statement on Form S-1 (No. 333-292590) and relates to resale by selling securityholders and issuance upon warrant exercise.

ProCap Financial, Inc. is asking stockholders to approve a merger with CFO Silvia, Inc. that would make CFO Silvia a wholly owned subsidiary and issue up to 18,000,000 shares of ProCap common stock as consideration. Approval of the Merger Proposal (Proposal No. 1) is a condition to closing.

The proxy discloses that 83,422,775 shares were outstanding as of the Record Date of February 10, 2026, ProCap’s closing share price was $2.65 on February 27, 2026, and that post-closing ownership is expected to be approximately 85% pre-MerCap holders and 15% pre-Merger CFO Silvia holders. The transaction includes contingent earnout shares payable if volume-weighted trading price reaches $9.00, and certain merger consideration will be held in escrow for indemnification.

ProCap Financial, Inc. reported that it acquired an aggregate of 450 Bitcoin on February 27, 2026 through the assignment of previously entered put option contracts with FalconX Bravo, Inc. The company used approximately $35,422,500 of capital for these contracts, sourced from its working capital account.

The option contracts were originally entered into on January 5, 2026 and January 20, 2026 in the ordinary course of business. This transaction represents a significant deployment of cash into Bitcoin as a corporate asset.

ProCap Financial, Inc. ownership disclosure: Jane Street Group and affiliated entities report beneficial ownership of 6,287,596 shares, representing 7.4% of common stock as of 12/31/2025. The filing is Amendment No. 3 correcting prior amendments to remove 1,538,000 shares previously included as acquirable through a convertible bond and to fix incorrect cover-page share quantities; the filing notes the bond contains a blocker preventing conversion to exceed 4.99%.

ProCap Financial, Inc. amendment corrects a previously filed Schedule 13G and restates reported beneficial ownership as 6,287,596 shares, representing 7.4% of common stock as of 12/31/2025. The amendment explains that 1,538,000 shares tied to a convertible bond were wrongly included earlier and that the bond contains a blocker preventing conversion above 4.99%.

The filing lists related entities and their holdings, including Jane Street Group, LLC and Jane Street Global Trading, LLC; timing and cash‑flow treatment are tied to the amendment filing process and corrective disclosure.

ProCap Financial, Inc. reported that it repurchased 148,241 shares of its common stock in the open market on February 20, 2026 at roughly a 35% discount to its net asset value (NAV) per share. The company reiterated its commitment to continue buying back stock while BRR trades below NAV.

The press release highlights a balance sheet built around Bitcoin, with Bitcoin holdings of 5,007 BTC (about $335 million), cash of about $70 million and convertible debt of about $100 million. Net asset value is listed at about $305 million, or roughly $3.65 per basic share, based on 83,274,534 basic shares outstanding.

ProCap Financial, Inc. is soliciting shareholder approval at a virtual annual meeting on March 27, 2026 to complete a merger with CFO Silvia, Inc. under a Merger Agreement dated February 9, 2026. The Merger would make CFO Silvia a wholly owned subsidiary and exchange CFO Silvia equity for up to 18,000,000 shares of ProCap common stock.

The Board recommends voting "FOR" Proposals 1–4. Approval of Proposal No. 1 is a condition to closing the Merger. As of the record date February 10, 2026, ProCap had 83,422,775 shares outstanding. Pro forma ownership is expected to be approximately 85% pre‑Merger ProCap holders and 15% former CFO Silvia holders. The Merger includes lock-ups, escrow for indemnity, and an earnout that vests if the volume‑weighted stock price reaches $9.00.

ProCap Financial, Inc., a Delaware-based modern finance company, files its Annual Report describing a business built around Bitcoin and emerging AI-powered financial tools. The company became publicly traded through a December 2025 business combination with Columbus Circle Capital Corp I and now lists its common stock and warrants on Nasdaq.

ProCap’s mission is to help independent investors make money via Bitcoin-focused media products and, increasingly, AI-driven portfolio analysis, financial planning, and decision-support software. In February 2026 it shifted strategy to prioritize AI operations while maintaining its Bitcoin treasury approach and de-emphasizing traditional advertising and media.

The company’s principal asset is Bitcoin; as of February 12, 2026, it held approximately 5,007 Bitcoin under a Treasury Reserve Policy that treats Bitcoin as its primary reserve asset, supplemented by derivatives and selective staking-like strategies. As of the same date, ProCap had 85,166,604 shares of common stock issued and 83,422,775 outstanding.

To accelerate its AI strategy, ProCap agreed to acquire CFO Silvia, a consumer-facing AI platform that aggregates data from over 10,000 financial integrations for roughly 12,000 users tracking about $30 billion in assets. Management highlights substantial regulatory, competitive, technological, and Bitcoin price risks, noting that AI products are early stage with limited historical operations and no material AI revenue to date.