ProCap Acquisition Corp-A 2025年度报告

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), 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 the 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, “smaller Large accelerated filerNon-accelerated filer 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 registered 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 price 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 to TABLE OF CONTENTS PART I Item 1.Business.1Item 1A.Risk Factors.20Item 1B.Unresolved Staff Comments.25 PART II 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.27 PART IIIItem 10. Directors, Executive Officers and Corporate Governance.31Item 11.Executive Compensation.37 PART IV 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 meaning of Section 27A of theSecurities Act (as defined below) and Section 21E of the Exchange Act (as defined below). Some of the statements contained in thisReport may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statementsinclude, but are not limited to, statements regarding our or our Management Team’s expectations, hopes, beliefs, intentions orstrategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events ●our ability to select an appropriate target business or businesses; ●our ability to complete our initial Business Combination; ●our expectations around the performance of the prospective target business or businesses; ●our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initialBusiness Combination; ●our officers and directors allocating their time to other businesses and potentially having conflicts of interest with ourbusiness or in approving our initial Business Combination; ●our potential ability to obtain additional financing to complete our initial Business Combination; ●the potential incentive to consummate an initial Business Combination with an acquisition target that subsequently declines invalue or is unprofitable for public investors due to the low initial price for the Founders Shares (as defined below) paid by ourSponsor (as defined below); ●the ability of our Management Team (as defined below) to generate and execute on potential acquisition oppor