ProCap Financial, Inc.
For the period ended Mar 31, 2026. Filed May 14, 2026.
View on SEC.govAbout this filing
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.
Mar 31, 2026 · Filed May 14, 2026
SVIA$3.01+2.7%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-12-11.
0001213900-25-120765
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-023070
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 13 previous paragraphs and 16 current paragraphs.
1 unchanged; 1 reworded; 14 added; 11 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Although CFO Silvia attempts to remedy any issues it observes in its products as effectively and rapidly as possible, such efforts may not be timely, may hamper production or may not completely satisfy its customers.
Current report
CFO Silvia has performed, and continues to perform, extensive internal testing on its products and features, though, like the rest of the industry, it currently has a limited frame of reference by which to evaluate certain aspects of its long-term quality, reliability, durability and performance characteristics, including exposure to or consequence of external attacks. While CFO Silvia attempts to identify and address or remedy defects it identifies pre-production and sale, there may be latent defects that it may be unable to detect or control for in its products, and thereby address, prior to its sale to customers.
Current report
Because the lack of a public market for CFO Silvia’s capital stock made it difficult to evaluate the fair market value of CFO Silvia’s capital stock, the value of our shares of Common Stock issued to CFO Silvia’s stockholders in connection with the Merger may be more or less than the fair market value of CFO Silvia’s capital stock.
Current report
The outstanding capital stock of CFO Silvia was privately held and was not traded in any public market. The lack of a public market made it difficult to determine the fair market value of CFO Silvia’s capital stock. Because the percentage of our equity issued to CFO Silvia’s stockholders in the Merger was determined based on negotiations between the parties, it is possible that the value of our shares of Common Stock issued to CFO Silvia’s stockholders in connection with the Merger was more or less than the fair market value of CFO Silvia’s capital stock.
Current report
Our existing stockholders have reduced ownership and voting interests in ProCap following completion of the Merger.
Current report
We issued 7,516,951 shares of our Common Stock upon completion of the Merger; further, we may issue up to 9,000,000 additional earnout shares in a five-year period. Based on the number of shares of Common Stock of ProCap outstanding on February 10, 2026, the record date for our Annual Meeting of Stockholder held on March 27, 2026, upon the completion of the Merger, current ProCap stockholders and former CFO Silvia stockholders would own approximately 90.3% and 9.7% of our Common Stock, respectively.
Current report
When the Merger occurred, each CFO Silvia stockholder who received shares of our Common Stock became a stockholder of ProCap. As a result, the percentage ownership of ProCap held by each of the stockholders prior to the Merger was smaller than such stockholder’s percentage ownership of ProCap prior to the Merger. Our current stockholders will, therefore, have proportionately less ownership and voting interests in ProCap following the Merger than they had prior to the Merger.
Current report
The Company believes that there are significant benefits that may be realized by the Merger. However, the efforts to realize these benefits will be a complex process and may disrupt our existing operations if not implemented in a timely and efficient manner. The full benefits of the Merger may not be realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve the anticipated benefits of the Merger could adversely affect our business, operating results or financial condition and cause the combined business to not perform as expected. Specifically, the following issues, among others, must be addressed to realize the anticipated benefits of the Merger:
Current report
We may not be able to integrate, operate, or improve CFO Silvia effectively.
Current report
The integration and operation of CFO Silvia may be difficult and may impose significant demands on management and our administrative and financial resources. Integration risks include, among others, implementing consistent operating standards; consolidating systems, procedures, and vendors; integrating management and personnel; retaining key employees; maintaining employee morale; adapting marketing strategies to local markets; and establishing or enhancing financial reporting systems and internal control over financial reporting. If we are unable to successfully integrate CFO Silvia, our business, results of operations, and cash flows could be materially adversely affected.
Current report
As a result of the resignation of one of our directors in January 2026, we are not in compliance with Nasdaq rules regarding the composition of our Board and audit committee, and there is a risk of delisting if the non-compliance is not cured within the time period allowed by Nasdaq.
Current report
On January 21, 2026, William H. Miller IV resigned from our Board. Mr. Miller was one of three members of the audit committee of our Board. As a consequence of Mr. Miller’s resignation, we became out of compliance with Nasdaq Listing Rule 5605(c)(2), which requires that the board of directors of a Nasdaq listed company have an audit committee made up of at least three independent directors. On January 22, 2026, we advised Nasdaq of Mr. Miller’s resignation, its consequences with regard to compliance with Nasdaq Listing Rule 5605(c)(2) and our intention to regain compliance with Nasdaq Listing Rule 5605(c)(2) in a timely manner. In accordance with Nasdaq Listing Rule 5605(c)(4), we have an automatic cure period in order to regain compliance with Nasdaq Listing Rule 5605(c)(2) until (i) the earlier of our next annual stockholders’ meeting or January 21, 2027; or (ii) if our next annual stockholders’ meeting is held before July 20, 2026, then we must evidence compliance no later than July 20, 2026. We intend to appoint a third independent director to our Board and audit committee and thereby regain compliance with Nasdaq Listing Rule 5605(c)(2), prior to our next annual meeting of stockholders. However, if we are unable to regain compliance with Nasdaq Listing Rule 5605(c)(2) in a timely manner, Nasdaq will commence suspension and delisting procedures.
Removed paragraphs (11)
Previous report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Previous report
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
Previous report
Unregistered Sales of Equity Securities
Previous report
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.
Previous report
There were no other unregistered sales of equity securities during the period.
Previous report
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Previous report
There were no repurchases of our equity securities by us or an affiliate during the quarterly period covered by the Quarterly Report.
Previous report
Item 3. Defaults Upon Senior Securities.
Reworded paragraphs (1)
Previous wording
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our filings with the SEC, including the Proxy Statement/Prospectus. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Current wording
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our filings with the SEC, including our Annual Report. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. As of the date of this Quarterly Report on Form 10-Q, there have been no material updates or changes with respect to the risk factors previously disclosed in our Annual Report, other than as set forth below, which should be read in conjunction with the risks described in our Annual Report.