ProCap Financial Inc美股招股说明书(2026-01-20版)

ProCap Financial, Inc.20,100,833 Shares of Common Stock18,071,500 Shares of Common Stock Issuable Upon Conversion of the Convertible Notes12,852,500 Shares of Common Stock Issuable Upon Exercise of the Warrants This prospectus relates to the resale of up to 51,024,833 shares of our common stock, par value $0.001 per share (“CommonStock”), issued in connection with the Business Combination (as defined below), by certain of the selling securityholders named inthis prospectus (each a “Selling Securityholder” and, collectively, the “Selling Securityholders”), which consists of (i) 20,100,833shares of our Common Stock, (ii) 18,071,500 shares of Common Stock issuable upon conversion of the Convertible Notes (as definedbelow), and (iii) 12,852,500 shares of Common Stock that are issuable upon the exercise of 12,852,500 warrants, including 12,500,000public warrants (the “Public Warrants”) and 352,500 private warrants (the “Private Warrants” and together with the Public Warrants,the “Warrants”). On December 5, 2025, we consummated the transactions contemplated by that certain business combination agreement, datedas of June 23, 2025 (the “Business Combination Agreement”), with Columbus Circle Capital Corp I, a Cayman Islands exemptedcompany (“CCCM”), Crius SPAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“SPACMerger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company(“Company Merger Sub”), ProCap BTC, LLC, a Delaware limited liability company (“Legacy ProCap”), and Inflection Points Incd/b/a Professional Capital Management, a Delaware corporation (the “Seller”). As contemplated by the Business CombinationAgreement, (i) SPAC Merger Sub merged with and into CCCM, with CCCM continuing as the surviving entity (the “SPAC Merger”)and (ii) Company Merger Sub merged with and into Legacy ProCap, with Legacy ProCap continuing as the surviving company (the“Company Merger,” together with SPAC Merger, the “Mergers” and collectively with the other transactions contemplated by theBusiness Combination Agreement, the “Business Combination”). As a result of the Business Combination, CCCM and Legacy ProCapbecame our wholly-owned subsidiaries, and we became a publicly traded company, all in accordance with applicable law and upon theterms and subject to the conditions set forth in the Business Combination Agreement. The Selling Securityholders can sell, under this prospectus, up to 51,024,833 shares of Common Stock constitutingapproximately 60% of our issued and outstanding shares of Common Stock and approximately 70% of our issued and outstandingshares of Common Stock held by non-affiliates. Sales of a substantial number of shares of our Common Stock in the public market bythe Selling Securityholders and/or by our other existing securityholders, or the perception that those sales might occur, could depressthe market price of shares of our Common Stock and could impair our ability to raise capital through the sale of additional equitysecurities. We are unable to predict the effect that such sales may have on the prevailing market price of shares of our Common Stock. The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price ofour securities. Despite such a decline in the public trading price, some of the Selling Securityholders may still experience a positiverate of return on the securities they purchased due to the differences in the purchase prices. We are registering the resale of shares of Common Stock as required by an amended and restated registration rightsagreement, dated as of December 5, 2025, by and among us, Legacy ProCap, the Sponsor and certain ProCap Holders (as definedbelow), under which we assumed the obligations of CCCM under that certain registration rights agreement, dated as of May 15, 2025(as amended, the “Amended and Restated Registration Rights Agreement”). We are also registering the resale of shares of Common Stock as required by the subscription agreements (collectively, the“Convertible Note Subscription Agreements”) pursuant to which, upon the Closing, the Convertible Note Investors purchasedconvertible notes issued by the Company (the “Convertible Notes”), in an aggregate principal amount of $235.0 million, for anaggregate purchase price equal to 97% of the aggregate principal amount of the Convertible Notes (the “Convertible Note Financing”,dated as of June 23, 2025, entered into by and among us, Legacy ProCap and CCCM. We are also registering the resale of shares of Common Stock underlying the Warrants as required by that certain warrantagreement, dated as of May 15, 2025, by and between CCCM and Continental Stock Transfer & Trust Company, a New York limitedpurpose trust company (“CST”), as warrant agent, as subsequently assigned pursuant to that certain warrant assignment, assumptionand amendment agreement, dated as of December