ProCap Financial, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

Unregistered Sales of Equity Securities

In connection with the closing of the Business Combination (the “Closing”), on December 5, 2025, certain qualified investors (the “Convertible Note Investors”) purchased convertible notes issued by the Company (“Convertible Notes”), in an aggregate principal amount of $235 million, for an aggregate purchase price equal to 97% of the aggregate principal amount of the Convertible Notes, pursuant to subscription agreements, dated as of June 23, 2025 (collectively, the “Convertible Note Subscription Agreements”) by and among the Convertible Note Investors, ProCap, the Company and CCCM (the “Convertible Note Financing”). The Convertible Notes have a 130% conversion rate, zero interest rate, maturity of up to 36 months, and are two (2) times collateralized by cash, cash equivalents and certain Bitcoin assets. Under the indenture associated with the Convertible Note Financing (the “Indenture”), the Company has up to 30 days from the Closing to 1.0:1.0 times collateralize the Convertible Notes using a mix of Bitcoin (with Bitcoin being valued at 50% for collateral calculation purposes), cash and cash equivalents (with cash and cash equivalents being valued at 100% for collateral calculation purposes). While the Company is not obligated under the terms of the Indenture to maintain any specific minimum percentage of the collateral for the Convertible Notes in the form of Bitcoin, the Company anticipates that, as of the date of this Quarterly Report, no less than 20% of the Company’s aggregate Bitcoin holdings will serve as collateral under the Indenture U.S. Bank National Trust, N.A. serves as collateral agent and trustee with regard to the Convertible Notes and associated indenture and security arrangements. Proceeds from the Convertible Note Financing are expected to be utilized by the Company for purposes of acquiring additional Bitcoin and for covering certain transaction expenses and fees As of the Closing, 18,071,500 shares of Pubco Stock will be issuable upon conversion of the Convertible Notes, and such shares of Pubco Stock are subject to registration rights as set forth in the Convertible Note Subscription Agreements. The Company issued the foregoing Convertible Notes under Section 4(a)(2) of the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act.

There were no other unregistered sales of equity securities during the period.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

There were no repurchases of our equity securities by us or an affiliate during the quarterly period covered by the Quarterly Report.