STOCK TITAN

Silvia adopts new name, Nasdaq tickers SVIA, SVIAW

Silvia, Inc. has changed its corporate name and Nasdaq ticker symbols without altering stockholder or warrant holder rights.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Silvia, Inc., formerly ProCap Financial, Inc., reports that it has changed its corporate name to “Silvia, Inc.” pursuant to a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, effective September 22, 2026.

The Board of Directors approved the name change and related Certificate of Amendment on September 2, 2026, and stockholder approval was not required under Section 242(d)(1) of the Delaware General Corporation Law. The company also adopted Second Amended and Restated Bylaws effective September 22, 2026 solely to reflect the new name.

The company’s common stock and warrants that traded on Nasdaq under the symbols “BRR” and “BRRW” began trading under the new symbols “SVIA” and “SVIAW”, respectively, on September 22, 2026. The name change does not affect the rights of stockholders or warrant holders, and existing stock and warrant certificates remain valid with no action required.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Effective date of name change September 22, 2026 Date the Certificate of Amendment and new name “Silvia, Inc.” became effective
Board approval date September 2, 2026 Date the Board of Directors approved the Name Change and Certificate of Amendment
Warrant exercise price $11.50 per share Each whole redeemable warrant is exercisable for one share of common stock at this price
Common stock par value $0.001 per share Par value of Silvia, Inc. common stock listed on Nasdaq
New ticker symbols SVIA and SVIAW New Nasdaq symbols for common stock and warrants effective September 22, 2026
Certificate of Amendment regulatory
"filed a Certificate of Amendment to its Amended and Restated Certificate"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Amended and Restated Certificate of Incorporation regulatory
"to its Amended and Restated Certificate of Incorporation with the Secretary"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
Second Amended and Restated Bylaws regulatory
"the Board approved the Second Amended and Restated Bylaws of the Company"
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On September 22, 2026, the Company issued"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate change did Silvia, Inc. (BRR) announce in this 8-K?

Silvia, Inc. announced a corporate name change from “ProCap Financial, Inc.” to “Silvia, Inc.”, implemented through a Certificate of Amendment to its Amended and Restated Certificate of Incorporation effective September 22, 2026.

When did Silvia, Inc.’s new name and bylaws become effective?

The name change to “Silvia, Inc.” and the related Second Amended and Restated Bylaws became effective on September 22, 2026, following the filing of a Certificate of Amendment with the Delaware Secretary of State on September 17, 2026.

How did the Nasdaq ticker symbols change for Silvia, Inc.?

The company’s securities that traded on Nasdaq under “BRR” (common stock) and “BRRW” (warrants) began trading under new symbols “SVIA” and “SVIAW”, respectively, effective September 22, 2026.

Does the Silvia, Inc. name change affect stockholder or warrant holder rights?

The company states the name change does not affect the rights of its stockholders or warrant holders. Existing stock and warrant certificates remain valid and do not need to be exchanged.

Did Silvia, Inc. need stockholder approval for the name change?

No. The Board approved the name change on September 2, 2026, and stockholder approval was not required under Section 242(d)(1) of the Delaware General Corporation Law.

What were Silvia, Inc.’s Nasdaq-listed securities and key terms mentioned?

Silvia, Inc. lists Common Stock with a par value of $0.001 per share and redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 22, 2026

 

SILVIA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-42995   39-2767031

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

600 Lexington Avenue, Floor 2

New York, New York 10022

(Address of principal executive offices) (Zip Code)

 

(305) 938-0912

(Registrant’s telephone number, including area code)

 

ProCap Financial, Inc.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   SVIA   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   SVIAW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 17, 2026, ProCap Financial, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to change the Company’s corporate name from “ProCap Financial, Inc.” to “Silvia, Inc.” (the “Name Change”). The Certificate of Amendment became effective on September 22, 2026. The Name Change and Certificate of Amendment were approved by the Company’s Board of Directors (the “Board”) on September 2, 2026. Pursuant to Section 242(d)(1) of the Delaware General Corporation Law, approval of the Company’s stockholders was not required to effect the Name Change.

 

Other than the change to the Company’s name, the Certificate of Amendment did not amend any other provision of the Certificate of Incorporation.

 

In connection with the Name Change, the Board approved the Second Amended and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”), effective September 22, 2026, solely to reflect the Company’s new name. The Second Amended and Restated Bylaws made no other changes to the Company’s bylaws.

 

The Name Change does not affect the rights of the Company’s stockholders or warrant holders. The Company’s common stock and warrants trading on The Nasdaq Global Market (“Nasdaq”) under the symbols “BRR” and “BRRW”, respectively, began trading on Nasdaq under the symbols “SVIA” and “SVIAW”, respectively, effective as of September 22, 2026. Stockholders and warrant holders are not required to take any action; outstanding stock and warrant certificates are not affected by the Name Change and do not need to be exchanged.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Second Amended and Restated Bylaws, copies of which are filed as Exhibits 3.2 and 3.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On September 22, 2026, the Company issued a press release announcing the Name Change. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description of Exhibit
3.1   Amended and Restated Certificate of Incorporation of the Company.
3.2   Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on September 17, 2026.
3.3   Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2025).
3.4   Second Amended and Restated Bylaws of the Company, effective September 22, 2026.
99.1   Press Release, dated September 22, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SILVIA, INC.
     
Date: September 22, 2026 By: /s/ Anthony Pompliano
  Name: Anthony Pompliano
  Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

 

Filing Exhibits & Attachments

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