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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): April 6, 2026
PROCAP
FINANCIAL, 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, including zip code)
(305)
938-0912
(Registrant’s
telephone number, including area code)
Not
Applicable
(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 |
|
BRR |
|
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 |
|
BRRWW |
|
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
1.01 Entry into a Material Definitive Agreement.
On
April 6, 2026 (the “Closing Date”), ProCap Financial, Inc., a Delaware corporation (the “Company”), completed
its previously announced acquisition of CFO Silvia, Inc, a Delaware corporation (“CFO Silvia”), pursuant to the Agreement
and Plan of Merger, dated as of February 9, 2026 (the “Merger Agreement”), by and among the Company, Silvia Merger Sub, Inc.,
a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”), CFO Silvia, Inflection Points Inc,
a Delaware corporation (“Inflection Points”), Shain Noor (“Noor” and, together with Inflection Points, the “Sellers”),
and Shain Noor, solely in his capacity as the stockholder representative (the “Stockholder Representative”). Pursuant to
the Merger Agreement, Merger Sub merged with and into CFO Silvia, with CFO Silvia surviving as a direct wholly-owned subsidiary of the
Company (the “Merger”).
The
Merger was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on March 27, 2026.
Merger
Consideration. At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of CFO
Silvia common stock was converted into the right to receive shares of the Company’s common stock, par value $0.001 per share (“Company
Common Stock”), plus contingent rights to receive Escrow Shares and Earnout Shares, as described below.
The
aggregate merger consideration consisted of (i) 8,100,000 shares, which was reduced to
7,516,951 shares (the “Closing Shares”) to
account for certain unpaid liabilities as of the Closing Date, in accordance with the Merger Agreement, (ii)
900,000 shares of Company Common Stock (the “Escrow Shares”) deposited into escrow account with PNC Bank, N.A. acting as
escrow agent, to serve as security for indemnification obligations under the Merger Agreement for a period of twelve (12) months, and
(iii) up to 9,000,000 additional shares of Company Common Stock issuable as earnout consideration (the “Earnout Shares”)
if the daily volume-weighted average trading price of Company Common Stock determined as of ten (10) day-period ending the day prior
to the applicable determination date equals or exceeds $9.00 per share of Company Common Stock (the “Purchaser Trading Price”)
(subject to adjustment for stock dividends, splits, and similar recapitalizations) during the five-year period following the Closing
Date.
The
Closing Shares and Escrow Shares were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”). The offer and sale of the Closing Shares and the Escrow Shares has not been registered under the Securities
Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Lock-Up
Agreements. In connection with the closing of the Merger (the “Closing”), each of the Sellers and the holders
(the “SAFE Holders”, and together with the Sellers, the “Holders”) of each outstanding simple agreement for
future equity of CFO Siliva (each, a “SAFE”) entered into lock-up agreements with the Company (the “Lock-Up
Agreements”). Under the Lock-Up Agreements, the Closing Shares and Escrow Shares issued at Closing are subject to transfer
restrictions for a period ending on the later of (A) the six-month anniversary of the Closing Date and (B) the date on which the
price of the Company Common Stock equals or exceeds the Purchaser Trading Price (subject to adjustment for stock dividends, splits,
and similar recapitalizations). Earnout Shares, if issued, are subject to a six-month lock-up following the Earnout Release Date (as
defined in the Merger Agreement). The Lock-Up Agreements contain customary exceptions for transfers to affiliates, family members,
trusts, and for tax obligations, among others. In addition, pursuant to the Merger Agreement, for a period of two (2) years
following the Closing Date, the Holders are subject to a separate restriction prohibiting participation in any repurchase by the
Company of Company Common Stock.
Escrow.
The Escrow Shares are being held in escrow for twelve (12) months following the Closing Date to secure the indemnification obligations
of the Holders under Article VIII of the Merger Agreement. The indemnification obligations are subject to a basket amount of $150,000,
after which indemnification is available from the first dollar.
Earnout.
The Earnout Shares will be issued if, during the five-year period following the Closing Date, the Purchaser Trading Price equals or exceeds
$9.00 per share of Company Common Stock (subject to adjustment for stock dividends, splits, and similar recapitalizations). The issuance
of the Earnout Shares to Noor is additionally conditioned upon his continued employment with the Company or its affiliates (or his termination
without cause) as of the Earnout Release Date.
Registration
Rights Agreement. In connection with the Merger, the Company entered into a Registration Rights Agreement with the Holders, pursuant
to which the Company agreed to register the resale of the Closing Shares, Escrow Shares, and Earnout Shares, if issued. Pursuant to the
Registration Rights Agreement, a majority-in-interest of the then outstanding Registrable Securities (as defined in the Registration
Rights Agreement) may make a written demand for registration of all or part of their Registrable Securities as soon as practicable, but
not more than 45 days after the Company’s receipt of the demand for registration. The Company will not be obligated to effect more
than three registrations pursuant to a demand registration. The Holders of Registrable Securities may at any time, request in writing
that the Company register the resale of any or all of the Registrable Securities on Form S-3 or any similar short-form registration statement;
within 30 days provided, however, that the Company will not be obligated to effect such request through an underwritten offering or if
Form S-3 is not available. The Registration Rights Agreement also provides customary piggyback registration rights (subject to underwriter
cutbacks) and allows the Company to postpone or withdraw the filing or effectiveness of a piggyback registration at any time in its sole
discretion. Furthermore, the Registration Rights Agreement includes certain restrictions on registration rights if in the Company’s
good faith the registration would be seriously detrimental to the Company. In such case, the Company will have the right to defer such
filing for a period of not more than 30 days; provided, however, that the Company will not defer its obligation in this manner more than
once in any 12-month period. The Registration Rights Agreement includes customary indemnification and contribution provisions and provides
that the Company will bear registration expenses (excluding underwriting discounts and commissions and fees of selling Holders’
counsel above an agreed cap). Registration rights will terminate with respect to a Holder when such Holder’s shares may be sold
without restriction under Rule 144, subject to customary conditions.
Non-Competition
Agreement. In connection with the Merger, Noor entered into a Non-Competition and Non-Solicitation Agreement with the Company
(the “Non-Competition Agreement”). The Non-Competition Agreement imposes a three-year restricted period, that among other
things, limits Noor from becoming a control person of a company that operates in the same or substantially similar line of business as
CFO Silvia in the United States and other covered markets, imposes employee and customer non-solicitation covenants and confidentiality
on Noor, provides for mutual non-disparagement obligations, includes customary equitable-relief and fee-shifting remedies (with tolling
during violations).
Tax
Treatment. The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended.
SAFE
Termination Agreements. At or prior to the Effective Time, all outstanding SAFEs were terminated pursuant to SAFE termination
agreements (the “SAFE Termination Agreements”) by and among the Company, CFO Silvia, and each applicable SAFE Holder. Under
the SAFE Termination Agreements, each SAFE was canceled and of no further force or effect, and each SAFE Holder became entitled to receive
its pro rata portion of the Merger Shares, Escrow Shares, and Earnout Shares, if and when issued, allocable to such SAFE, in accordance
with the terms of the Merger Agreement, in exchange for a release of claims arising under the applicable SAFE (subject to customary exceptions
including fraud and willful misconduct).
The
foregoing descriptions of the Merger Agreement, the form of Lock-Up Agreement, the Registration Rights Agreement, the Non-Competition
Agreement, and the SAFE Termination Agreements do not purport to be complete and are qualified in their entirety by reference to the
full texts of such agreements, copies of which are filed as Exhibits 2.1, 10.2, 10.3, 10.4, and 10.5, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 of this Current Report on Form 8-K regarding completion of the Merger, including the description of
the Merger Agreement and the transactions contemplated thereby, is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of Closing Shares and Earnout Shares is
incorporated herein by reference.
The
Closing Shares and Earnout Shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities
Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Appointment
of Shain Noor as Chief Technology Officer
Effective
as of the Closing Date, Shain Noor, age 26, was appointed as Chief Technology Officer of the Company, reporting to Anthony Pompliano,
the Company’s Chief Executive Officer. Prior to joining the Company, Mr. Noor served as President and Chief Executive Officer of
CFO Silvia since its founding. Mr. Noor is a co-founder of CFO Silvia and was responsible for the development and growth of the CFO Silvia
AI platform.
There
are no arrangements or understandings between Mr. Noor and any other persons pursuant to which Mr. Noor was selected as an officer. There
are no family relationships between Mr. Noor and any director or executive officer of the Company. There are no transactions in which
Mr. Noor has an interest requiring disclosure under Item 404(a) of Regulation S-K, other than as described herein and in the Company’s
definitive proxy statement filed with the SEC on March 2, 2026.
Employment
Agreement with Shain Noor
In
connection with the Merger, the Company entered into an Employment Agreement with Mr. Noor, effective as of April 6, 2026 (the “Noor
Employment Agreement”). The material terms of the Noor Employment Agreement are as follows:
Title:
Chief Technology Officer, reporting to the Chief Executive Officer.
Base
Salary: $700,000 per annum.
Signing
Bonus: A one-time cash signing bonus of $5,000,000, payable within ninety (90) days following the start date, subject to Mr. Noor’s
continued employment through the payment date.
Annual
Bonus: Target annual performance-based cash bonus of $300,000, subject to approval by the Compensation Committee (the “Compensation
Committee”) of the Board of Directors (the “Board”).
Equity
Award: Annual restricted stock unit awards with an aggregate grant date fair market value of $1,000,000, with the number of restricted
stock units determined by dividing $1,000,000 by the fair market value of a share of the Company Common Stock on the grant date, vesting
in equal annual installments over four (4) quarters, subject to continued employment.
Severance:
In the event of termination without Cause or resignation for Good Reason, Mr. Noor is entitled to (i) six (6) months of base salary
continuation, (ii) continued time-vesting of equity awards for six (6) months, and (iii) six (6) months of COBRA premium payments, in
each case subject to execution of a release of claims. In the event of termination without Cause or resignation for Good Reason within
six (6) months following a Change in Control, all unvested time-based equity awards will accelerate and vest in full.
At-Will
Employment: Mr. Noor’s employment is at-will and may be terminated by either party at any time for any reason, subject to sixty
(60) days’ prior written notice by Mr. Noor in the event of a voluntary resignation.
The
foregoing description of the Noor Employment Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Noor Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
April 6, 2026, the Company issued a press release announcing the completion of the Merger. 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
No. |
|
Description |
| 2.1# |
|
Agreement and Plan of Merger, dated as of February 9, 2026, by and among ProCap Financial, Inc., Silvia Merger Sub, Inc., CFO Silvia, Inc, Inflection Points Inc, Shain Noor, and Shain Noor, as Stockholder Representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on February 9, 2026). |
| 10.1*† |
|
Employment Agreement, dated as of April 3, 2026, by and between ProCap Financial, Inc. and Shain Noor. |
| 10.2† |
|
Form of Lock-Up Agreement, dated as of April 6, 2026, by and between ProCap Financial, Inc. and each of the Sellers and SAFE Holders (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 9, 2026). |
| 10.3*†+ |
|
Non-Competition and Non-Solicitation Agreement, dated as of April 6, 2026, by and between ProCap Financial, Inc. and Shain Noor. |
| 10.4* |
|
Registration Rights Agreement, dated as of April 6, 2026, by and among ProCap Financial, Inc. and the equityholders party thereto. |
| 10.5 |
|
Form of SAFE Termination Agreement, dated as of April 6, 2026, by and among ProCap Financial, Inc., CFO Silvia, Inc, and each SAFE Holder party thereto. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 9, 2026) |
| 99.1** |
|
Press Release, dated April 6, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*Filed
herewith.
**Furnished
herewith.
#
Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule (or
similar attachment) will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential
treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
+
Indicates a management contract or compensatory plan.
†
Indicates certain portions of this document that constitute confidential information have been redacted in accordance with Regulation
S-K, Item 601(b)(2) or (10).
SIGNATURES
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.
| |
PROCAP
FINANCIAL, INC. |
| |
|
| Date:
April 6, 2026 |
By: |
/s/
Anthony Pompliano |
| |
Name: |
Anthony
Pompliano |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
ProCap
Financial Completes Acquisition of CFO Silvia, the leading AI Agent Lab for Finance
| |
● |
Combined
company has more than $30 billion in assets on the Silvia platform and thousands of multi-millionaire users |
| |
● |
Silvia
uses an army of AI agents to help independent investors make money |
NEW
YORK, NY – April 6, 2026 – ProCap Financial, Inc. (Nasdaq: BRR) (“ProCap Financial” or the “Company”), the first publicly traded agentic finance firm, today announced the completion of its acquisition of CFO Silvia, Inc (“Silvia”),
an AI model and agent lab exclusively focused on finance.
“Silvia
is one of the leading examples of applied AI in the finance industry,” said Anthony Pompliano, Chairman and CEO of ProCap Financial.
“Silvia has been able to use an army of AI agents to replicate the work of hundreds of employees, which allows it to be more efficient
and effective than traditional firms. We believe the future of finance will be determined by those who embrace AI and Bitcoin.”
Using
Silvia’s consumer platform, investors can connect their full range of assets, including stocks, bonds, crypto, real estate, vehicles,
collectibles, precious metals, and private investments. Silvia then deploys proprietary AI agents to analyze and monitor portfolios and
perform scenario planning to deliver personalized financial insights in real time.
Since
its public launch in May 2025, Silvia has scaled rapidly:
| |
● |
More
than $30 billion in assets on the platform |
| |
● |
Average
user net worth exceeds $2.5 million |
| |
● |
Average
user has connected 12+ accounts |
| |
● |
94%
of users actively engage with Silvia’s AI-powered features |
About
ProCap Financial
ProCap
Financial is the first publicly traded agentic finance firm. The Company’s mission is to help independent investors make
money. Founded in 2025, the Company raised more than $750 million from leading investors and is traded on Nasdaq under the symbol BRR.
Visit www.procapfinancial.com for more information.
About
Silvia
CFO
Silvia, Inc is an AI agent lab exclusively focused on finance. Using Silvia’s consumer product, investors can connect their stocks,
bonds, crypto, real estate, cars, collectibles, precious metals, and private investments to the platform. Silvia then uses proprietary
AI agents to analyze and track portfolios, provide personalized financial insights, conduct scenario planning, analyze documents, and
more in real time.
Forward-Looking
Statements
Some
of the statements contained in this press release may constitute “forward-looking statements” for purposes of the federal
securities laws. All statements other than statements of historical facts contained in this press release, including, without limitation,
statements regarding the anticipated effects of the acquisition and Silvia are forward-looking statements. When used in
this press release, the words “believes,” “estimates,” “expects,” “projects,” “forecasts,”
“may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates”
or “intends” and variations of these words or similar expressions (or the negative versions of such words or expressions)
are intended to identify forward looking statements. The forward-looking statements contained in this press release are based on our
current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future
developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements. These forward-looking statements are subject to a number of risks and
uncertainties, including, among others, various factors beyond management’s control, including the risks set forth under the caption
“Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our other filings
with the Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this press release in making an investment
decision, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required
by law.
CONTACTS
MEDIA
CONTACT
Erica Chase
press@procapfinancial.com
INVESTOR CONTACT
investors@procapfinancial.com
