Columbus Circle SEC Filings

Columbus Circle Capital Corp I (BRR)net income of $1,625,328 for Q3 and $1,510,946 for the nine‑month period, driven primarily by $2,624,404 of interest on funds held in trust.

The company completed its IPO on May 19, 2025, selling 25,000,000 units for $250,000,000. As of quarter‑end, the Trust Account held $253,824,027, and 25,000,000 Class A shares were classified as redeemable at a $10.15 per‑share redemption value. There were 12,500,000 public warrants and 352,500 private placement warrants outstanding, each exercisable at $11.50 per share following a business combination.

The company entered into a definitive business combination agreement with ProCap BTC, LLC, alongside a $516.5 million preferred equity investment and approximately $235 million in zero‑coupon Convertible Notes (130% conversion rate), secured two times by cash or bitcoin‑related collateral. A July 28, 2025 amendment reallocates 15% of potential adjustment shares to non‑redeeming public shareholders. Management disclosed substantial doubt about going concern absent a timely business combination within the Completion Window.

Columbus Circle Capital Corp I set an extraordinary meeting for December 3, 2025 to vote on its business combination with ProCap Financial, Inc., a domestication to Delaware, new governing documents, director elections, a Nasdaq share issuance proposal, a 2025 equity plan, and related items.

The proxy/prospectus covers up to 168,812,542 shares and warrants to purchase 12,852,500 shares of Pubco. ProCap previously raised $516.5 million from preferred equity to buy about 4,951 Bitcoin at an average $104,333.56, held in custody until closing. At closing, Pubco also plans a $235 million zero‑coupon convertible note issuance at 97% of principal, with a 130% conversion rate, up to 36‑month maturity, and two‑times collateralization; 88.5% of Pubco’s Bitcoin is expected to secure the notes.

Assuming no redemptions or conversions and no Adjustment Shares, Pubco expects to issue 108,600,833 shares: 34,038,333 to CCCM shareholders, 64,562,500 to preferred equity investors, and 10,000,000 to common unitholders. Public shareholders may redeem; for illustration, trust funds implied $10.05 per share as of June 30, 2025. CCCM’s board obtained a fairness opinion from Northland Securities and unanimously recommends voting FOR all proposals.

ProCap BTC and Columbus Circle Capital Corp I (Nasdaq: BRR) announced that the Form S-4 for their proposed business combination became effective on November 8, 2025. The go‑forward public company is expected to operate as ProCap Financial after closing.

BRR set an extraordinary general meeting for December 3, 2025 at 9:00 a.m. ET for shareholders to vote on the business combination and related proposals. Holders of record as of October 15, 2025 are eligible to vote. BRR’s board unanimously recommends voting “FOR” the proposals.

If the necessary proposals are approved, the parties anticipate closing shortly after the meeting, subject to satisfaction of all other closing conditions. ProCap BTC highlights more than $750 million raised to date as it positions the platform ahead of the potential listing.

ProCap Financial filed a Rule 425 communication detailing its pending business combination among ProCap BTC, LLC, ProCap Financial, Inc., and Columbus Circle Capital Corp. I (BRR). A Registration Statement on Form S-4 became effective on November 8, 2025 and includes BRR’s proxy statement and a prospectus for the transaction under the Business Combination Agreement.

The communication also describes a private placement of non-voting preferred units of ProCap BTC to qualifying institutional investors and commitments for convertible notes to be issued by ProCap Financial at closing. These securities are being offered pursuant to exemptions from registration under the Securities Act. BRR shareholders will receive a definitive proxy statement/prospectus by mail as of the record date. The statement notes that neither the SEC nor state regulators have approved or disapproved the transactions and urges investors to read the proxy/prospectus when available.

ProCap Financial filed a Rule 425 communication tied to its proposed business combination with Columbus Circle Capital Corp. I (CCCM). The communication includes a podcast discussion by ProCap leadership on Bitcoin market dynamics and investor sentiment, alongside required legal disclosures.

ProCap Financial has filed a Form S-4 with the SEC that includes a preliminary proxy statement of CCCM and a prospectus for the transaction. The contemplated structure also references a private placement of ProCap BTC Preferred Units to qualifying institutional investors and commitments for convertible notes to be issued by ProCap Financial at closing. Shareholders will receive definitive materials for voting after the record date, and are urged to read the proxy/prospectus and related filings when available on sec.gov.

The filing reiterates that no offer or sale of securities will occur except by means of a prospectus meeting Securities Act requirements or a valid exemption, and that neither the SEC nor any state regulator has approved or disapproved the transactions.

ProCap Financial, Inc. filed a Rule 425 communication tied to its pending business combination with Columbus Circle Capital Corp. I and ProCap BTC, LLC. The filing notes a previously filed Form S-4 containing a preliminary proxy statement/prospectus for shareholders to evaluate the proposed merger and related transactions.

The communication also references concurrent financing plans: a private placement of non-voting preferred units in ProCap BTC to qualified institutional buyers and accredited investors, and investor commitments to purchase convertible notes of ProCap Financial at closing, each under securities law exemptions. It reiterates that this is not an offer or solicitation and includes standard forward-looking statements and risk factors. The company highlights that definitive materials will be mailed to CCCM shareholders of record for the vote once available and directs investors to the SEC’s website for documents.

ProCap Financial, Inc. filed a Rule 425 communication tied to its proposed business combination with Columbus Circle Capital Corp. I, ProCap BTC, LLC and related entities. The filing amplifies CEO Anthony Pompliano’s podcast discussion with Jeff Park covering MicroStrategy’s new credit rating, the emergence of Solana staking ETFs, and the dynamics of prediction markets.

ProCap Financial notes that a Registration Statement on Form S-4, including a preliminary proxy statement/prospectus for CCCM shareholders, has been filed with the SEC. The communication also outlines contemplated financing steps: a private placement of non-voting preferred units of ProCap BTC and commitments for ProCap Financial convertible notes, each to qualifying institutional investors under available exemptions.

The notice emphasizes that this is not an offer or solicitation and includes customary forward‑looking statements cautions. Shareholders are encouraged to review the S-4 materials once available.

ProCap Financial filed a Rule 425 communication tied to its proposed business combination with Columbus Circle Capital Corp. I (CCCM) and ProCap BTC. The filing notes a Form S-4 registration statement has been submitted, which includes CCCM’s preliminary proxy statement and a prospectus for the combined company. It also outlines concurrent private financings: a preferred equity investment in ProCap BTC for qualifying institutional investors and commitments for ProCap Financial convertible notes, each to be issued in connection with the closing of the proposed transactions.

The communication recaps CEO Anthony Pompliano’s podcast discussion with Jeff Park on industry topics, including how credit ratings approach bitcoin-treasury models, the emergence of staking ETFs, and prediction markets. It emphasizes that securities regulators have not approved or disapproved the transactions and that certain securities will be offered only under exemptions. Shareholders will receive definitive materials for voting after the S-4 is declared effective and are directed to the SEC’s website for documents.

ProCap Financial, Inc. released a Rule 425 communication tied to its proposed business combination among ProCap BTC, ProCap Financial, and Columbus Circle Capital Corp. I (CCCM). The filing references a Form S-4 registration statement that includes a preliminary proxy statement/prospectus for CCCM shareholders regarding the Business Combination, a Preferred Equity Investment in ProCap BTC, and a Convertible Note Offering by ProCap Financial.

The communication includes transcripts of media appearances by Anthony Pompliano discussing Bitcoin market dynamics and industry developments. It also provides required legal disclosures, stating that neither the SEC nor state regulators have approved or disapproved the transactions, and that the preferred units and convertible notes are being offered pursuant to exemptions from registration. Relevant proxy and prospectus materials will be made available via the SEC’s website and mailed to CCCM shareholders as of a record date to be established.