ProCap Financial Inc 2025年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-42995 PROCAP FINANCIAL, INC.(Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of December 9, 2025, there were 85,166,604 shares of common stock, par value $0.001 per share, of the registrant issued andoutstanding. EXPLANATORY NOTE On December 5, 2025 (the “Closing Date”), subsequent to the fiscal quarter ended September 30, 2025, the fiscal quarter to which thisQuarterly Report on Form10-Q (the “Quarterly Report”) relates, ProCap Financial, Inc. (the “Company” or “Pubco”), ColumbusCircle Capital Corp I, a Cayman Islands exempted company (“CCCM”), Crius SPAC Merger Sub, Inc., a Delaware corporation and awholly owned subsidiary of the Company (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company and awholly owned subsidiary of the Company (“Company Merger Sub”), ProCap BTC, LLC, a Delaware limited liability company(“ProCap”), and Inflection Points Inc d/b/a Professional Capital Management, a Delaware corporation (the “Seller”) consummated thepreviously announced business combination (the “Business Combination”) pursuant to the terms of the Business CombinationAgreement, dated June 23, 2025, by and among the foregoing parties, as amended by the First Amendment to the BusinessCombination Agreement, dated as of July 28, 2025 (the “First Amendment to the Business Combination Agreement”, and suchagreement, as amended, the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, (i)at least onebusinessday prior to the Closing, CCCM de-registeredfrom the Register of Companies in the Cayman Islands by way of continuationand re-registerin the State of Delaware so as to become a Delaware corporation (the “Domestication”), and (ii)upon the Closing, (x)in connection with the SPAC Merger, each outstanding security of CCCM immediately prior to the effective time of the SPAC Mergerwas automatically cancelled in exchange for the right to receive substantially equivalent securities of the Company, and each holder ofa warrant of CCCM (“Warrant”) received a warrant to purchase one share of Pubco Stock (each, a “Pubco Warrant”), and (y)inconnection with the Company Merger, the members of ProCap (the “ProCap Holders”) received, in exchange for their membershipinterests in ProCap, shares of common stock, par value $0.001 per share, of the Company (“Pubco Stock”). As a result of the BusinessCombination, CCCM and ProCap became wholly-ownedsubsidiaries of the Company, and the Company became a publicly tradedcompany, all in accordance with applicable law and upon the terms and subject to the conditions set forth in the Business CombinationAgreement. Pursuant to the Business Combination Agreement, the Company issued 85,166,604 shares of Pubco Stock and 12,852,478Pubco Warrants. Following the completion of the Business Combination, on December 8, 2025, the shares of Pubco Stock commencedtrading on the Nasdaq Global Marke