ProCap Acquisition Corp

Previous wording

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to ProCap Acquisition Corp, a blank check company incorporated as a Cayman Islands exempted company. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to ProCap Acquisition Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Current wording

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to ProCap Acquisition Corp, a blank check company incorporated as a Cayman Islands exempted company. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to ProCap Acquisition Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q and the Audited Financial Statements of ProCap Acquisition Corp. as of December 31, 2025 on Form 10-K as filed with the SEC on March 17, 2026, as well as in conjunction with the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included therein. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Previous wording

Special Note Regarding Forward-Looking Statements

Current wording

Cautionary Note Regarding Forward-Looking Statements

Previous wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Current wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the proposed Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Previous wording

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Current wording

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure our shareholders that our plans to complete a Business Combination will be successful.

Previous wording

For the three months ended September 30, 2025, we had net income of $2,465,109, which consisted of interest earned on cash held in Trust Account of $2,592,486 and a change in the fair value of the over-allotment option liability of $7,023, offset by general and administrative costs of $ $134,400.

Current wording

For the three months ended March 31, 2026, we had net income of $1,940,313, which consisted of interest earned on cash held in Trust Account of $2,158,255 and offset by general and administrative costs of $217,942.

Previous wording

For the period from January 2, 2025 (inception) through September 30, 2025, we had net income of $3,390,355, which consisted of interest earned on cash held in Trust Account of $3,707,094 and a change in the fair value of the over-allotment option liability of $21,211, offset by general and administrative costs of $337,950.

Current wording

For the period from January 2, 2025 (Inception) through March 31, 2025, we had a net loss of $70,019, which consisted of general and administrative costs.

Previous wording

Following the closing of the Initial Public Offering and the private placement, a total of $250,000,000 was placed in the Trust Account. We incurred $14,026,609 in fees, consisting of $2,200,000 of cash underwriting fee, $11,250,000 of deferred underwriting fee, and $576,609 of other offering costs.

Current wording

Following the closing of the Initial Public Offering and the private placement, a total of $250,000,000 was placed in the Trust Account. We incurred $14,026,609, consisting of $2,200,000 of cash underwriting fee, $11,250,000 of deferred underwriting fee, and $576,609 of other offering costs.

Previous wording

For the period from January 2, 2025 (inception) through September 30, 2025, cash used in operating activities was $347,267. The net income of $3,390,355 was affected by the following non-cash and working capital items: interest income of $3,707,094 on cash held in the Trust Account, a $35,000 adjustment to accrued offering costs, and a $21,211 change in the fair value of the over-allotment option liability. These were partially offset by $80,895 in general and administrative expenses paid through the promissory note – related party. Additionally, changes in operating assets and liabilities used $55,212 in cash for operating activities.

Current wording

For the period from January 2, 2025 (inception) through March 31, 2025, cash used in operating activities was $0. The net loss of $70,019 was offset by $60,895 in general and administrative expenses paid through the promissory note – related party and changes in operating assets and liabilities provided $9,124 in cash for operating activities.

Previous wording

The preparation of the unaudited financial statements and related disclosures in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited financial statements, and income and expenses during the periods reported. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of September 30, 2025, we did not have any critical accounting estimates to be disclosed.

Current wording

The preparation of the financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of March 31, 2026, we did not have any critical accounting estimates to be disclosed.