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ProCap Acquisition Corp

For the period ended Jun 30, 2026. Filed Aug 10, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 10, 2026

PCAP$10.440.0%Stored close · as of Nov 6, 2026
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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 quarter ended June 30,2026

☐ 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:001-42659

ProCap Acquisition Corp

(Exact Name of Registrant as Specified in Its Charter)

Cayman IslandsN/A
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
600 Lexington Ave, Floor 2 New York, New York10022
(Address of principal executive offices)(Zip Code)

(305) 938-0912

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrantPCAPUThe Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per sharePCAPThe Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50PCAPWThe Nasdaq Stock Market LLC

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.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

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 August 10, 2026, there were 25,430,000 Class A Ordinary Shares, $0.0001 par value, and 6,250,000 Class B Ordinary Shares, $0.0001 par value, issued and outstanding, including 25,000,000 Class A Ordinary Shares subject to possible redemption.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026

TABLE OF CONTENTS

Page
Part I.Financial Information1
Item 1.Interim Financial Statements1
Balance Sheets as of June 30, 2026 and December 31, 2025 (Unaudited)1
Statements of Operations for the Three Months Ended June 30, 2026 and 2025, for the Six Months Ended June 30, 2026 and for the period from January 2, 2025 (Inception) through June 30, 2025 (Unaudited)2
Statements of Changes in Shareholders’ Deficit for the Three Months Ended June 30, 2026 and 2025, for the Six Months Ended June 30, 2026 and for the period from January 2, 2025 (Inception) through June 30, 2025 (Unaudited)3
Statements of Cash Flows for the Six Months Ended June 30, 2026 and for the period from January 2, 2025 (Inception) through June 30, 2025 (Unaudited)4
Notes to Financial Statements (Unaudited)5
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 3.Quantitative and Qualitative Disclosures About Market Risk23
Item 4.Controls and Procedures23
Part II.Other Information24
Item 1.Legal Proceedings24
Item 1A.Risk Factors24
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds24
Item 3.Defaults Upon Senior Securities24
Item 4.Mine Safety Disclosures24
Item 5.Other Information24
Item 6.Exhibits25
Part III.Signatures26

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.