ProCap Acquisition Corp-A 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 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-42659 ProCap Acquisition Corp(Exact name of registrant as specified in its charter) 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 Section 15(d) of the Act. Yes☐No☒ 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 filerEmerging 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 (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that 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 Act). Yes☒No☐ As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the registrant’s ordinary shares held by non-affiliates of the registrant was approximately $268,000,000, based on the closing priceof the registrant’s Class A ordinary shares on the Nasdaq Stock Market LLC on June 30, 2025 of $10.72 per share. As of March 12, 2026 there were 25,430,000 Class A ordinary shares, par value $0.0001 per share, and 6,250,000 Class B ordinaryshares, par value $0.0001 per share, of the registrant issued and outstanding, including 25,000,000 Class A ordinary shares subject topossible redemption. TABLE OF CONTENTS PAGEPART IItem 1.Business.1Item 1A.Risk Factors.20Item 1B.Unresolved Staff Comments.25Item 1C.Cybersecurity.25Item 2.Properties.25Item 3.Legal Proceedings.25Item 4.Mine Safety Disclosures.25 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.26Item 6.[Reserved]27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.27Item 7A.Quantitative and Qualitative Disclosures About Market Risk.29Item 8.Financial Statements and Supplementary Data.30Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.30Item 9A.Controls and Procedures.30Item 9B.Other Information.30Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.30 Item 10.Directors, Executive Officers and Corporate Governance.31Item 11.Executive Compensation.37Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.38Item 13.Certain Relationships and Related Transactions, and Director Independence.40Item 14.Principal Accountant Fees and Services.42 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under Item 7. “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations,” includes forward-looking statements within the m