ProCap Financial, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 September 30,2025

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

(Exact name of registrant as specified in its charter)

(305) 938-0912

(Registrant’s telephone number, including area code)

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 Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 December 9, 2025, there were 85,166,604 shares of common stock, par value $0.001 per share, of the registrant issued and outstanding.

EXPLANATORY NOTE

On December 5, 2025 (the “Closing Date”), subsequent to the fiscal quarter ended September 30, 2025, the fiscal quarter to which this Quarterly Report on Form 10-Q (the “Quarterly Report”) relates, ProCap Financial, Inc. (the “Company” or “Pubco”), Columbus Circle Capital Corp I, a Cayman Islands exempted company (“CCCM”), Crius SPAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“SPAC Merger 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 (“ProCap”), and Inflection Points Inc d/b/a Professional Capital Management, a Delaware corporation (the “Seller”) consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated June 23, 2025, by and among the foregoing parties, as amended by the First Amendment to the Business Combination Agreement, dated as of July 28, 2025 (the “First Amendment to the Business Combination Agreement”, and such agreement, as amended, the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, (i) at least one business day prior to the Closing, CCCM de-registered from the Register of Companies in the Cayman Islands by way of continuation and re-register in the State of Delaware so as to become a Delaware corporation (the “Domestication”), and (ii) upon the Closing, (x) in connection with the SPAC Merger, each outstanding security of CCCM immediately prior to the effective time of the SPAC Merger was automatically cancelled in exchange for the right to receive substantially equivalent securities of the Company, and each holder of a warrant of CCCM (“Warrant”) received a warrant to purchase one share of Pubco Stock (each, a “Pubco Warrant”), and (y) in connection with the Company Merger, the members of ProCap (the “ProCap Holders”) received, in exchange for their membership interests in ProCap, shares of common stock, par value $0.001 per share, of the Company (“Pubco Stock”). As a result of the Business Combination, CCCM and ProCap became wholly-owned subsidiaries of the Company, and the Company became a publicly traded company, all in accordance with applicable law and upon the terms and subject to the conditions set forth in the Business Combination Agreement. Pursuant to the Business Combination Agreement, the Company issued 85,166,604 shares of Pubco Stock and 12,852,478 Pubco Warrants. Following the completion of the Business Combination, on December 8, 2025, the shares of Pubco Stock commenced trading on the Nasdaq Global Market under the symbol “BRR” and the Pubco Warrants commenced trading on the Nasdaq Capital Market under the symbol “BRRWW.”

Unless stated otherwise, this Quarterly Report contains information about the Company before the Business Combination. References to the “Company,” “our,” “us” or “we” in this Quarterly Report refer to Pubco before the consummation of the Business Combination or ProCap Financial after the Business Combination, as the context suggests.

Further information regarding the Business Combination is set forth in the proxy statement/prospectus (the “Proxy Statement/Prospectus”) included in Company’s Registration Statement on Form S-4 (File No. 333- 290365), initially publicly filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 18, 2025, as amended, and which became effective on November 8, 2025.

Except as otherwise expressly provided herein, the information in this Quarterly Report does not reflect the consummation of the Business Combination, which, as discussed above, occurred subsequent to the period covered hereunder.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

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