ProCap Financial Inc 2026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 March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42995 PROCAP FINANCIAL, INC. (Exact name of registrant as specified in its charter) 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. ☐Accelerated filer☒Smaller reporting companyEmerging growth company 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 13, 2026, there were 90,573,524 shares of common stock, par value $0.001 per share, of the registrant issued andoutstanding. PROCAP FINANCIAL, INC.TABLE OF CONTENTS PART I. FINANCIAL INFORMATION1Item 1. Financial Statements1Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 20251Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2026 (unaudited)2Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026(unaudited)3Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2026 (unaudited)4Notes to Unaudited Condensed Consolidated Financial Statements5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations22Item 3. Quantitative and Qualitative Disclosures About Market Risk27Item 4. Controls and Procedures28PART II. OTHER INFORMATION29Item 1. Legal Proceedings29Item 1.A Risk Factors29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds31Item 3. Defaults Upon Senior Securities31Item 4. Mine Safety Disclosure31Item 5. Other Information31Item 6. Exhibits32SIGNATURES33 PART I - FINANCIAL INFORMATION PROCAP FINANCIAL, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(in thousands, except per share data) March 31, 2026(unaudited)December 31, 2025 PROCAP FINANCIAL, INC.CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS(unaudited)(in thousands, except per share data) PROCAP FINANCIAL, INC.CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY(in thousands, except per share data, unaudited) PROCAP FINANCIAL, INC.CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS(in thousands, unaudited) For the threemonths endedMarch 31, 2026CASH FLOWS FROM OPERATING ACTIVITIESNet loss$(107,759)Adjustments to reconcile net loss to net cash used in operations:Change in fair value of digital assets105,467Realized loss on put option liability914Amortization of right-of-use asset51Gain on extinguishment of debt(5,933)Change in fair value of Convertible Notes conversion feature(838)Stock based compensation3,540Depreciation39Amortization of discount and debt issuance costs on Convertible Notes1,100Changes in operating assets and liabilities:Accounts receivable45Prepaid expenses and other current assets154Deposits(82)Accounts payable and accrued expenses(149)Deferred revenue(1)Lease liability(27)Income tax payable193CASH USED IN OPERATING ACTIVITIES(3,286)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of digital assets(35,953)Purchase of fixed assets(155)CASH USED IN INVESTING ACTIVITIES(36,108)CASH FLOWS FROM FINANCING ACTIVITIESPayments of Convertible Notes(119,152)Proceeds from derivative securities889Purchase of derivative securities(1,653)Settlement of derivative securities(578)Taxes paid on RSU vesting(1,011)Purchase of treasury stock(7,998)CASH USED IN FINANCING ACTIVITIES(129,503)NET CHANGE IN CASH(1