ProCap Acquisition Corp

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, 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 (the “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

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.

Current wording

For the three months ended June 30, 2026, we had net income of $2,045,999, which consisted of interest earned on cash held in Trust Account of $2,172,918 and offset by general and administrative costs of $126,919.

Previous wording

For the three months ended March 31, 2026, cash used in operating activities was $183,405. The net income of $1,940,313 was affected by interest income of $2,158,255 on cash held in the Trust Account; additionally, changes in operating assets and liabilities provided $34,537 in cash for operating activities.

Current wording

For the six months ended June 30, 2026, cash used in operating activities was $366,294. The net income of $3,986,312 was affected by interest income of $4,331,173 on cash held in the Trust Account and changes in operating assets and liabilities used $21,433 in cash for operating activities.

Previous 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.

Current wording

For the period from January 2, 2025 (inception) through June 30, 2025, cash used in operating activities was $188,472. The net income of $925,246 was affected by the following non-cash and working capital items: interest income of $1,114,608, on cash held in the Trust Account, a $35,000 adjustment to accrued offering costs, and a $14,188 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 $30,817 in cash for operating activities.