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Columbus Circle Capital Corp I completed an IPO that placed $250,000,000 into a Trust Account and sold 705,000 private placement units for $7,050,000. The Trust Account balance of $251,199,623 is invested in money market funds and is intended to support an initial business combination and to provide public shareholders the right to redeem at approximately $10.00 per public share. The company entered into a definitive Business Combination Agreement with ProCap BTC and Pubco that contemplates substantial financing transactions, including a Preferred Equity Investment of approximately $516.5 million and a Convertible Note Financing of approximately $235 million to fund bitcoin purchases and working capital for the combined entity.
The registrant reported minimal operating cash outside the Trust ($1,003,946) and working capital of $564,154, and management disclosed substantial doubt about the company’s ability to continue as a going concern absent completion of a business combination or additional financing. Sponsor indemnification obligations are disclosed but not reserved or verified.
Columbus Circle Capital Corp I (NASDAQ: CCCMU) has signed a definitive Business Combination Agreement dated 23 June 2025 to merge with ProCap BTC, LLC and create a new publicly traded parent, ProCap Financial, Inc. The SPAC will first redomicile from the Cayman Islands to Delaware, after which (i) SPAC Merger Sub will merge into CCCM and (ii) Company Merger Sub will merge into ProCap BTC (the “Mergers”). Both CCCM and ProCap BTC will become wholly owned subsidiaries of the newly formed ProCap Financial (“Pubco”).
Equity consideration: the Seller of ProCap BTC will receive 10 million shares of Pubco stock plus 15% of any Bitcoin-linked “Adjustment Shares.” Preferred Unit Holders will receive (Units × 1.25) shares plus 85% of the Adjustment Shares. The Adjustment Share pool is formula-based and directly tied to the movement in the CME CF Bitcoin Reference Rate between signing and closing, capped at a Bitcoin price of US $200,000. This structure aligns ProCap investors with Bitcoin price performance but exposes the combined entity to crypto-market volatility.
Financing and use of proceeds: The parties expect to close concurrent Convertible Note Financing and a Preferred Equity Investment; proceeds must be fully funded at closing. ProCap BTC is required to deploy the preferred-equity proceeds to purchase Bitcoin within 15 days of signing, with custody provided by Anchorage Digital Bank, N.A.
Governance: Upon closing, ProCap Financial will have a classified, seven-member board. Five seats (including CEO/Chairman Anthony Pompliano) are designated by ProCap BTC, one by CCCM, and one independent director mutually agreed by the SPAC sponsor and ProCap BTC. At least four directors must satisfy Nasdaq independence rules.
Closing conditions: Key conditions include (i) approval by CCCM shareholders, (ii) approval by ProCap Holders, (iii) SEC effectiveness of a Form S-4 Registration Statement/proxy, (iv) Nasdaq listing approval, (v) full funding of the Convertible Note Financing, (vi) expiry of regulatory waiting periods, and (vii) Bitcoin price not averaging below US $25,000 for any 10-day period immediately prior to closing (otherwise deemed a Material Adverse Effect).
Implications for investors: The agreement gives CCCM shareholders a path into a crypto-centric operating company backed by immediate Bitcoin purchases and seasoned crypto entrepreneur leadership. However, the share-exchange ratio, adjustment mechanism, and closing certainty are heavily influenced by Bitcoin price fluctuations and multiple financing contingencies, embedding both upside leverage and execution risk.
Columbus Circle Capital Corp I (CCCMU) has announced a significant business combination agreement with ProCap BTC and ProCap Financial. The transaction includes:
- A merger structure where CCCM will redomicile from Cayman Islands to Delaware
- A $516.5 million private placement of preferred units to qualified investors
- A $235 million convertible note financing with 130% conversion rate and 36-month maturity
- Plans to use proceeds for bitcoin purchases, with assets to be held by Anchorage Digital Bank
Key features include 2x collateralization of convertible notes with cash/bitcoin, and an adjustment mechanism based on bitcoin price changes between signing and closing. The deal will result in CCCM and ProCap BTC becoming wholly-owned subsidiaries of ProCap Financial, which will become publicly traded. A Form S-4 registration statement will be filed with the SEC.
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