ProCap Financial SEC Filings

ProCap Financial and Columbus Circle Capital Corp. I (BRR) highlight their planned business combination and capital raises alongside a Bitcoin-focused podcast conversation. ProCap CEO Anthony Pompliano and ProCap BTC CIO Jeff Park discuss recent Bitcoin price declines, market structure, institutional ETF flows, endowment participation and macro risks, emphasizing Bitcoin’s volatility, trend-driven behavior and potential catalysts such as sovereign adoption and regulatory clarity.

The communication explains that a Form S-4 Registration Statement for the proposed business combination among ProCap BTC, ProCap Financial and BRR became effective on November 8, 2025. The "Proposed Transactions" include the SPAC business combination, a private placement of ProCap BTC non-voting preferred units to qualifying institutional investors, and a ProCap Financial convertible note offering to qualifying institutional investors, each relying on exemptions from Securities Act registration. BRR shareholders are told they will receive a proxy statement/prospectus and are urged to review it and related SEC filings for details and risk factors, including Bitcoin price volatility, regulatory uncertainty, potential high redemption levels and the possibility the transactions may not be completed.

ProCap Financial, ProCap BTC and Columbus Circle Capital Corp. I (BRR) are pursuing a multi-part business combination and financing package. A Form S-4 registration statement for the transaction, including BRR’s proxy statement and a prospectus, became effective on November 8, 2025, in connection with their Business Combination Agreement dated June 23, 2025. The structure includes a private placement of non-voting preferred units of ProCap BTC to qualifying institutional investors and commitments to purchase convertible notes to be issued by ProCap Financial at closing.

The communication explains that detailed information is contained in the S-4 and related SEC filings available on the SEC’s website, and that the preferred units and convertible notes are being offered in unregistered private transactions under U.S. securities laws. It also contains extensive forward-looking statements about the proposed bitcoin-focused business model, ProCap Financial’s potential exchange listing and growth plans, and highlights significant risks, including the possibility the transaction may not close, shareholder redemptions, market and regulatory changes, and high exposure to bitcoin price volatility.

Glazer Capital, LLC filed an exempt solicitation regarding Columbus Circle Capital Corp. I’s proposed business combination with ProCap BTC. Glazer Capital states it currently intends to vote against the transaction as structured, arguing it is not in public shareholders’ best interests. They have suggested one path to improve alignment would be to materially reduce the Sponsor’s promote shares and certain transaction-related fees, reallocating some of that value to public shareholders who do not redeem and to preferred stockholders. These discussions are described as preliminary and non-binding. Glazer Capital also notes it may redeem some or all of its shares, adjust its voting intentions, or change its position through additional purchases, sales, short selling or hedging, while indicating it has no other present plans covered by Item 4(a)-(j) of Schedule 13D.

ProCap Financial, ProCap BTC and Columbus Circle Capital Corp. I (BRR) describe their planned business combination and related financings, alongside Bitcoin-focused media content used in connection with the deal. ProCap Financial has an effective Form S-4 registration statement that includes a preliminary proxy statement of BRR and a prospectus for the proposed business combination among ProCap BTC, ProCap Financial, BRR and affiliated merger entities. The communication also outlines a private placement of non-voting ProCap BTC preferred units and commitments by qualifying institutional investors to purchase ProCap Financial convertible notes, together defined as the Proposed Transactions. Embedded is a Max Vol Podcast episode and Substack article where Anthony Pompliano and Jeff Park discuss Bitcoin trading near $100,000, ETF flows, housing affordability and 50-year mortgages, stablecoins, Lightning-based payments, crypto market structure, and the broader role of government and institutions in digital asset markets. Legal disclosures emphasize that this is not an offer of securities and urge BRR shareholders to review the proxy statement/prospectus filed with the SEC.

ProCap Financial, Inc. filed a Rule 425 communication tied to its previously disclosed Business Combination Agreement dated June 23, 2025 with Columbus Circle Capital Corp. I, ProCap Financial, Inc., and ProCap BTC, LLC. The filing compiles social media content and podcast transcripts featuring CEO Anthony Pompliano.

Pomp and guests discuss market views on Bitcoin, ETF flow dynamics, housing affordability and 50-year mortgages, stablecoins and tokenization, and evolving U.S. crypto market structure, including a view that the CFTC could have a larger role than the SEC. They touch on payments adoption (including Lightning and stablecoins), institutional participation, and the idea that crypto rails may merge into mainstream finance. Pompliano also outlines a business approach focused on building or acquiring cash‑flowing operations and using those cash flows to accumulate Bitcoin over time.

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.