ProCap Financial Inc 2025年度报告

FORM 10-K (MARK ONE) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 For the transition period from toCommission file number: 001-42995 PROCAP FINANCIAL, INC. (Exact Name of Registrant as Specified in Its Charter) Common Stock, par value $0.001 per shareRedeemable warrants, each whole warrantexercisable for one share of CommonStock at an exercise price of $11.50 pershare Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 forthe 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☒Smaller 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ 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 June 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, there was no establishedpublic market for the Registrant’s common stock. Therefore, the aggregate market value of its common stock held by non-affiliates asof such date cannot be calculated. The Registrant’s common stock began trading on the Nasdaq Global Market on December 8, 2025. As of February 12, 2026, there were 85,166,604 shares of common stock issued and 83,422,775 shares of common stock outstanding,$0.001 par value. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s definitive proxy statement to be filed in connection with the registrant’s 2026 annual generalmeeting of shareholders are incorporated by reference into Part III of this Form 10-K. The registrant’s definitive proxy statement willbe filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this AnnualReport on Form 10-K. PROCAP FINANCIAL, INC.ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2SUMMARY RISK FACTORS3PART I5ITEM 1. BUSINESS5ITEM 1A. RISK FACTORS21ITEM 1B. UNRESOLVED STAFF COMMENTS.67ITEM 1C. CYBERSECURITY67ITEM 2. PROPERTIES.68ITEM 3. LEGAL PROCEEDINGS.68ITEM 4. MINE SAFETY DISCLOSURES.68PART II69ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES.69ITEM 6. RESERVED.70ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS.71ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.80ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA80ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE.80ITEM 9A. CONTROLS AND PROCEDURES80ITEM 9B. OTHER INFORMATION.80ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.80PART III81ITEM 10. DIRECTORS, EXECUTIVE