ProCap Financial, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 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.
Jun 30, 2026 · Filed Aug 13, 2026
SVIA$3.01+2.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-023070
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001493152-26-037756
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 79 previous paragraphs and 113 current paragraphs.
21 unchanged; 15 reworded; 75 added; 43 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 5 previous and 3 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 (75)
Current report
On December 5, 2025, the Company completed a business combination (the “Transaction”) with Columbus Circle Capital Corp I (“CCCM”), which was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). ProCap BTC, LLC (“ProCap BTC”). was determined to be the accounting acquirer and CCCM was treated as the acquired company for financial reporting purposes. Following the Transaction, the Company became the publicly traded parent company, and ProCap BTC became its operating subsidiary. As a result, the historical financial statements of ProCap BTC became the historical financial statements of the Company. Accordingly, the comparative financial information presented for periods prior to the Transaction, including the period from June 10, 2025 (inception) through June 30, 2025, reflects the historical results of ProCap BTC. This discussion contains forward-looking statements that involve risks and uncertainties.
Current report
ProCap Financial, Inc. is a U.S.-based modern finance company. The Company’s mission is to help independent investors make money. Historically, the Company’s operations included investor-focused media, educational content, and strategic investments designed to support independent investors through digital platforms and other content offerings. We believe advances in artificial intelligence and automation have the potential to transform financial analysis, investment research, and investor decision support.
Current report
Our strategy is centered on developing scalable technology platforms, expanding our proprietary data and analytical capabilities, and pursuing strategic opportunities that enhance our products, services, and long-term growth prospects. Through a combination of internal development initiatives and strategic acquisitions, we seek to provide technology-enabled solutions designed to improve the accessibility, efficiency, and quality of financial information and analysis available to investors.
Current report
During 2026, we expanded our AI-focused initiatives through the launch of ProCap Insights and the acquisition of CFO Silvia Inc., a Delaware corporation (“CFO Silvia” and such acquisition, the “CFO Silvia Acquisition”). ProCap Insights is an AI-driven research product designed to provide investors with market intelligence and investment research. CFO Silvia is a consumer-focused financial technology platform that utilizes AI to aggregate and analyze financial information. Together, these initiatives support our objective of developing technology-enabled solutions that improve the accessibility and efficiency of financial analysis and investor engagement.
Current report
Our AI-related initiatives operate in rapidly evolving and competitive markets and are subject to changing legal, regulatory, and technological developments, including those relating to data privacy, cybersecurity, intellectual property, consumer protection, and the use of automated financial analysis tools. As we continue to develop and expand our platforms, we expect innovation, technology development, and disciplined capital allocation to remain important components of our strategy.
Current report
Acquisition of CFO Silvia
Current report
On April 6, 2026 (the “Acquisition Date”), we completed the CFO Silvia Acquisition, a consumer-focused financial technology platform that utilizes artificial intelligence to aggregate, organize, and analyze financial information. The CFO Silvia Acquisition expands our AI-driven product offerings and supports our strategy of developing technology-enabled solutions designed to improve financial analysis, research, and investor decision-making.
Current report
The results of CFO Silvia have been included in our Unaudited Condensed Consolidated Financial Statements since the Acquisition Date. Additional information regarding the CFO Silvia Acquisition is included in Note 3 to the Unaudited Condensed Consolidated Financial Statements. Additional information regarding the CFO Silvia Acquisition and related agreements is also included in our Current Report on Form 8-K filed on April 6, 2026.
Current report
Asset Management
Current report
During the quarter ended June 30, 2026, the Company expanded its business to include asset management through the launch of Silvia Innovation Fund I, LP, a Delaware limited partnership (the “Initial Fund” and together with any other private funds, alternative investment vehicles or co-investment vehicles that we or our subsidiaries sponsor, advise or manage, the “Funds”; the term “Funds” does not include the Silvia ETFs described below under “Proposed Exchange-Traded Funds”). The Initial Fund invests in early-stage companies aligned with the Company’s CFO Silvia platform strategy and is advised by ProCap Investment Advisers, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the “Investment Manager”). The Company holds indirectly an interest in the Initial Fund through Silvia Innovation Fund I GP, LLC, the general partner of the Initial Fund (the “General Partner”). The launch of the Initial Fund represents the Company’s initial expansion into investment management activities supporting its broader AI-enabled financial technology strategy. As of June 30, 2026, the Fund and related entities had not commenced significant operations and had not engaged in material transactions.
Current report
Appointment of Independent Director and Nasdaq Compliance
Current report
On July 15, 2026, the Company appointed Benjamin Buchanan as an independent director of the Company’s board of directors (the “Board”) and member of the audit committee of the Board (the “Audit Committee”). As a result of this appointment, the Company regained compliance with The Nasdaq Stock Market LLC (“Nasdaq”) corporate governance requirements relating to Board and Audit Committee independence. On July 21, 2026, the Company received notice from Nasdaq confirming that the compliance matter had been resolved and closed.
Current report
Proposed Exchange-Traded Funds
Current report
On August 13, 2026, Tidal Trust IV, a Delaware statutory trust that is not affiliated with us, filed a registration statement on Form N-1A with the SEC with respect to five proposed actively managed exchange-traded funds (the “Silvia ETFs”). Tidal Investments LLC serves as investment adviser to the Silvia ETFs, and the Investment Manager is proposed to serve as investment sub-adviser and to provide portfolio management services. In connection with these arrangements, the Investment Manager expects to register with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended.
Current report
The registration statement remains subject to SEC review and comment and may be amended, delayed or withdrawn. No Silvia ETF may commence operations until its registration statement has become effective, its shares have been approved for listing on a national securities exchange, and applicable distribution and operational arrangements are in place. We have not earned any sub-advisory fees to date and do not expect the Silvia ETFs to generate meaningful revenue in the near term. See Part II, Item 1A, “Risk Factors - Risks Related to Our Expansion into Exchange-Traded Funds.”
Current report
This Quarterly Report is not an offer to sell or the solicitation of an offer to buy shares of any Silvia ETF. Any offering of shares of a Silvia ETF will be made only by means of a prospectus. We are not the issuer of, and do not offer, shares of any Silvia ETF.
Current report
As discussed in Note 1 to our Unaudited Condensed Consolidated Financial Statements, the comparative financial information presented for the period from June 10, 2025 (inception) through June 30, 2025, reflects the historical results of ProCap BTC.
Current report
Comparison of the Three Months Period Ended June 30, 2026, and the Period from June 10, 2025 (Inception) through June 30, 2025
Current report
Revenue for the three months ended June 30, 2026 was $0.04 million and for the period from June 10, 2025 (Inception) through June 30, 2025 was $0. Revenue remained limited as we launched new revenue generating products during the period relating to ProCap Insights and CFO Silvia. The Company’s revenue growth will depend on the successful commercialization of its products and services and the continued execution of its growth strategy.
Current report
General and administrative expenses were $11.3 million for the three months ended June 30, 2026, compared to $0 for the period from June 10, 2025 (Inception) through June 30, 2025. The 2026 period reflects operations as a public company and inclusion of $6.7 million of payroll compensation (including a one-time signing bonus of $5.0 million for the Chief Technology Officer), $1.3 million of software licensing fees, $1.2 million of amortization of acquired intangible assets, $1.0 million of professional fees (including acquisition related expenses), among other expenses. The inception period reflected only limited administrative activities as we had recently commenced operations then and had not yet developed the infrastructure, personnel base, and operational scale necessary to support its current business activities.
Current report
Stock-based compensation
Current report
Stock-based compensation expense was $3.7 million for the three months ended June 30, 2026, compared to $0 for the period from June 10, 2025 (inception) through June 30, 2025. The increase was attributable to equity awards granted to employees and consultants under the Company’s equity incentive plans.
Current report
Other Income (Expense), net
Current report
Other expense, net for the three months ended June 30, 2026 was $52.6 million, compared to other income, net of $24.6 million for the period from June 10, 2025 (Inception) through June 30, 2025. The Company’s results during the period were primarily driven by the change in fair value of digital assets as a result of decline in Bitcoin market prices.
Current report
Unrealized gain (loss) on digital assets
Current report
Unrealized loss on digital assets was $49.4 million for the three months ended June 30, 2026, compared to an unrealized gain on digital assets of $14.3 million for the period from June 10, 2025 (inception) through June 30, 2025. The change was primarily attributable to declines in the fair value of the Company’s Bitcoin holdings during the 2026 period.
Current report
Realized loss on digital assets
Current report
Realized loss on digital assets was $2.7 million for the three months ended June 30, 2026, compared to $0 for the period from June 10, 2025 (inception) through June 30, 2025. The loss was attributable to sales of digital assets during the 2026 period.
Current report
Interest and dividend income
Current report
Interest and dividend income was $0.1 million for the three months ended June 30, 2026, compared to $0 for the period from June 10, 2025 (inception) through June 30, 2025. The increase was primarily attributable to income earned on cash, cash equivalents, and investments held during the 2026 period.
Current report
Change in fair value of derivative liabilities
Current report
Change in fair value of derivative liabilities was $0 for the three months ended June 30, 2026, compared to $10.3 million for the period from June 10, 2025 (inception) through June 30, 2025. The change was attributable to the absence of derivative liabilities during the 2026 period.
Current report
Comparison of the Six Months Period Ended June 30, 2026, and the Period from June 10, 2025 (Inception) through June 30, 2025
Current report
Revenues
Current report
Revenue for the six months ended June 30, 2026 and for the period from June 10, 2025 (Inception) through June 30, 2025 was $0.04 million and $0, respectively, as we launched new revenue generating products during the June 30, 2026 period relating to ProCap Insights and the CFO Silvia Acquisition. The Company’s revenue growth will depend on the successful commercialization of its products and services and the continued execution of its growth strategy.
Current report
General and Administrative Expenses
Current report
General and administrative expenses were $15.6 million for the six months ended June 30, 2026, compared to $0 for the period from June 10, 2025 (Inception) through June 30, 2025. The 2026 period reflects operations as a public company and inclusion of $7.7 million of payroll compensation (including a one-time signing bonus of $5.0 million for the Chief Technology Officer), $1.3 million of software licensing fees, $1.2 million of amortization of acquired intangible assets, $2.8 million of professional fees (including acquisition related expenses), among other expenses. The inception period reflected only limited administrative activities as we had recently commenced operations then and had not yet developed the infrastructure, personnel base, and operational scale necessary to support its current business activities.
Current report
Stock-based compensation
Current report
Stock-based compensation expense was $7.3 million for the six months ended June 30, 2026, compared to $0 for the period from June 10, 2025 (inception) through June 30, 2025. The increase was attributable to equity awards granted to employees and consultants under the Company’s equity incentive plans.
Current report
Other Income (Expense), net
Showing the first 40 of 75 passages. Open the source sections for the rest.
Removed paragraphs (43)
Previous report
Founded in 2025, we are a U.S.-based, modern finance company. Our mission is to help independent investors make money. We initially launched with Bitcoin-focused media products and Bitcoin holdings on our balance sheet.
Previous report
Our business is also built upon a foundational belief that advances in artificial intelligence (“AI”) may enable more scalable and efficient tools for portfolio analysis, financial planning, and investor decision support. Consistent with this approach, we expect to increasingly rely on software-based systems and automated processes as part of our operating model.
Previous report
In 2026, we added strategies related to the use of AI and automation to support the development and delivery of financial products and services, including the launch of ProCap Insights and the acquisition of CFO Silvia, Inc, a Delaware corporation (“CFO Silvia”).
Previous report
The Company launched ProCap Insights, the first agentic research platform in finance, in April 2026. Leveraging the latest AI technology, ProCap aims to deliver institutional-grade research to help independent investors make more informed investment decisions.
Previous report
The Company’s AI-related initiatives are subject to evolving regulatory, technological, and competitive conditions, including uncertainty regarding data privacy, consumer protection, intellectual property, and the use of automated financial analysis tools.
Previous report
Business Combination
Previous report
On December 5, 2025, we completed a business combination with Columbus Circle Capital Corp I (“CCCM”), a special purpose acquisition company, resulting in the Company becoming a publicly traded entity. The transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP, with our company being deemed the accounting acquirer.
Previous report
In connection with the transaction:
Previous report
As a result of the reverse recapitalization:
Previous report
Additionally, previously issued public and private placement warrants of CCCM remained outstanding and became warrants of the Company.
Previous report
We are an early-stage company with a limited operating history. As a result, investors should consider the risks associated with evaluating our Company with limited historical financial information and evolving operations, as described in Part I, Item 1A. “Risk Factors” of our Annual Report.
Previous report
As of March 31, 2026, our material asset consists primarily of approximately 5,457 Bitcoin with a fair value of $372.3 million.
Previous report
Convertible Notes Repurchase
Previous report
On February 9, 2026, we entered into privately negotiated note repurchase agreements (the “Repurchase Agreements”) with certain holders (the “Noteholders”) of our outstanding 0.00% Convertible Senior Secured Notes due 2028 (the “Convertible Notes”) under the Indenture, pursuant to which we agreed to repurchase approximately $135.4 million in aggregate principal amount of the Convertible Notes held by the Noteholders for an aggregate of approximately $119.2 million in cash (the “Repurchase”).
Previous report
The Repurchase settled on or about February 10, 2026. Upon settlement of the Repurchase, the aggregate principal amount of the Convertible Notes outstanding was reduced to approximately $99.6 million.
Previous report
2025 Repurchase Program
Previous report
On December 9, 2025, the board of directors of the Company (the “Board”) approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase of up to $100 million of our outstanding shares of common stock, par value $0.001 (“Common Stock”). Under the 2025 Repurchase Program, we are authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The 2025 Repurchase Program does not obligate us to repurchase shares of Common Stock and the specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance metrics, market conditions, securities law limitations and other factors.
Previous report
In connection with the 2025 Repurchase Program, on December 12, 2025, we entered into an Open Market Share Repurchase Agreement (the “Repurchase Agreement”) with TD Securities Inc. (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent on behalf of us to repurchase shares of Common Stock in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act. The Repurchase Agreement will continue in effect until terminated by either us or the Broker, with or without cause, upon written notice to the other party. We will pay the Broker a commission at a rate of $0.01 for each share of Common Stock repurchased pursuant to the Repurchase Agreement.
Previous report
During the quarter ended March 31, 2026, we repurchased 2,667,056 shares of Common Stock in the open market for approximately $8.0 million including commissions, at an average price of $3.00 per share. $89 million remains under the approved 2025 Repurchase Program.
Previous report
Merger with CFO Silvia
Previous report
On April 6, 2026, we completed our previously announced acquisition of CFO Silvia pursuant to the Agreement and Plan of Merger dated February 9, 2026 (the “Merger”). Following the closing, CFO Silvia became our wholly owned subsidiary. The transaction was approved by our stockholders on March 27, 2026.
Previous report
The merger consideration consisted of approximately 7.5 million shares of our Common Stock issued at closing, after adjustment for certain unpaid liabilities, 0.9 million shares placed in escrow to secure indemnification obligations for a period of twelve months, and up to 9.0 million additional shares issuable as earnout consideration upon achievement of specified stock price-based performance conditions during the five-year period following the closing date.
Previous report
The acquisition reflects our previously announced strategic focus on AI operations while continuing our Bitcoin treasury strategy. Beginning in the second quarter of 2026, the results of CFO Silvia will be included in our consolidated financial statements. The transaction resulted in acquisition-related and integration costs and may result in additional dilution if the earnout conditions are achieved and the related shares are issued.
Previous report
In connection with the transaction, we also entered into related ancillary agreements, including escrow, lock-up, registration rights and restrictive covenant arrangements. Additional information regarding the acquisition and related agreements is included in our Current Report on Form 8-K filed on April 6, 2026.
Previous report
The Company was incorporated on June 10, 2025 and therefore no comparable prior-year interim period exists for the three months ended March 31, 2026. The following table sets forth a summary of our results of operations:
Previous report
Revenue for the three months ended March 31, 2026, was $1 and not material to overall results. The Company has not yet demonstrated an ability to generate sustainable or predictable revenue, and there can be no assurance that it will do so in the future. The Company has not yet established material recurring revenue streams and expects operating results to depend on its ability to scale its AI and financial technology platforms, increase user adoption, and develop monetization revenues or profitability.
Previous report
General and administrative expenses consist primarily of personnel-related costs, professional fees, and other corporate overhead expenses. For the three months ended March 31, 2026, general and administrative expenses totaled $4,059. Personnel-related costs included $730 of salary and bonus expense. Professional fees totaled $1,781 and were primarily attributable to legal, accounting and auditing, advisory, and other professional services, incurred in part due to the acquisition of CFO Silvia, as well as costs associated with being a public company. The remaining general and administrative expenses consisted of insurance, technology, facilities, and other corporate costs incurred during the period.
Previous report
Other Income (Expense)
Previous report
We recognized an unrealized loss of $105,467 related to changes in the fair value of our digital asset holdings. These losses were driven by volatility in Bitcoin market prices during the period and reflect the Company’s strategy of holding Bitcoin as a primary treasury reserve asset, which subjects results of operations to significant market price fluctuations. Because unrealized gains and losses are recognized in earnings, the Company’s reported operating results may vary significantly between periods and may not be indicative of underlying operating performance or cash flows.
Previous report
Other income included $838 related to a gain on the change in the fair value of the conversion feature embedded in the Company’s Convertible Notes and a gain on debt extinguishment of $5,933.
Previous report
Other expenses included $914 related to a realized loss on the put option liability.
Previous report
Interest expense, totaled $1,100, primarily attributable to amortization of capitalized financing-related costs incurred and amortization of debt discount during the three months ended March 31, 2026.
Previous report
Interest and dividend income during the period of $742 was primarily attributable to interest and dividends earned on cash balances.
Previous report
For the three months ended March 31, 2026, we reported a net loss of approximately $107,759. This net loss was primarily driven by factors that are inherently volatile and subject to market conditions, including:
Previous report
Because digital assets and derivative instruments are measured at fair value, our results of operations may fluctuate significantly from period to period, as discussed further in Note 8 to our Unaudited Condensed Consolidated Financial Statements for more information.
Previous report
Based on the cash and cash equivalents balance of $25,964 and our Bitcoin holdings of 5,457 with a fair value of $372,277 as of March 31, 2026, we have determined that our sources of liquidity will be sufficient to meet our needs for the one-year period from the issuance of the Unaudited Condensed Consolidated Financial Statements. However, our liquidity position may be materially impacted by volatility in the market price of Bitcoin and other market conditions.
Previous report
As of March 31, 2026, we did not have any material commitments for capital expenditures.
Previous report
Subsequent to quarter-end, we entered into an employment agreement with Shain Noor, Chief Technology Officer, that includes a one-time cash signing bonus of $5.0 million, payable within 90 days of commencement and subject to continued employment. This represents a contractual cash commitment that was funded from existing cash on hand in May 2026. Additional information is included in our Current Report on Form 8-K filed with the SEC on April 6, 2026.
Previous report
In the short term, we expect to use cash primarily to fund working capital requirements and operating expenses. Over the long term, cash may be used to support expansion initiatives, technology investments, and potential strategic acquisitions. The timing and extent of such expenditures will depend on market conditions, business performance, and capital availability.
Previous report
Although we believe existing cash and Bitcoin holdings will be sufficient to meet anticipated operating requirements for at least the next twelve months, a significant decline in the market value or liquidity of Bitcoin could adversely affect the Company’s financial flexibility and liquidity position.
Showing the first 40 of 43 passages. Open the source sections for the rest.
Reworded paragraphs (15)
Previous wording
Unless the context otherwise requires, all references in this section to the “Company,” “ProCap,” “we,” “us,” or “our” refer to ProCap Financial, Inc., a Delaware corporation, and its subsidiaries. The following discussion and analysis of the financial condition and results of operations of the Company should be read together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report for the three months ended March 31, 2026 (the “Unaudited Condensed Consolidated Financial Statements”)the Annual Report on Form 10-K filed on February 18, 2026 (the “Annual Report”), and the Definitive Proxy Statement filed on March 2, 2026 and Risk Factors contained therein. This discussion contains forward-looking statements that involve risks and uncertainties.
Current wording
Unless the context otherwise requires, all references in this section to the “Company,” “ProCap,” “we,” “us,” or “our” refer to ProCap Financial, Inc., a Delaware corporation, and its subsidiaries. The following discussion and analysis of the financial condition and results of operations of the Company should be read together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”) for the six months ended June 30, 2026 (the “Unaudited Condensed Consolidated Financial Statements”), the Annual Report on Form 10-K filed on February 18, 2026 (the “Annual Report”), and the Definitive Proxy Statement filed on March 2, 2026 and Risk Factors contained therein.
Previous wording
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” and “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Except as expressly required by applicable securities law, we disclaim 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, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” and “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations regarding our asset management business and the proposed Silvia ETFs; our Bitcoin treasury strategy; the integration of CFO Silvia; the remediation of the material weakness in our internal control over financial reporting; possible business combinations and the financing thereof, and related matters; as well as all other statements other than statements of historical fact included in this Quarterly Report.
Previous wording
We believe that Bitcoin represents a superior long-term store of value and a viable alternative to traditional fiat-based reserve assets and that Bitcoin will play an increasingly important role as a reserve asset for individuals, corporations, and governments worldwide. A key objective of ours is to support the broader Bitcoin information ecosystem, including through audio podcasts, video interviews, and text-based articles designed to help individuals and organizations understand Bitcoin’s significance and utility of its mission. To support our operations, we have initiated its plan to accumulate and hold Bitcoin as a long-term treasury reserve asset.
Current wording
In addition, we have adopted a Bitcoin treasury strategy and intend to hold Bitcoin as a long-term treasury reserve asset. We believe that Bitcoin represents a superior long-term store of value and a viable alternative to traditional fiat-based reserve assets and that Bitcoin will play an increasingly important role as a reserve asset for individuals, corporations, and governments worldwide.
Previous wording
CFO Silvia has developed a consumer-facing AI platform that aggregates and organizes financial data to provide users with automated financial education, tracking and analytical tools. The CFO Silvia platform connects to financial account integrations, including brokerage accounts, retirement accounts, crypto currency wallets, real estate valuation services, and alternative investment platforms, to deliver users a consolidated, real-time view of their net worth, holdings and liabilities.
Current wording
CFO Silvia has developed a consumer-facing AI platform that aggregates and organizes financial data to provide users with automated financial education, tracking and analytical tools. The CFO Silvia platform connects to financial account integrations, including brokerage accounts, retirement accounts, cryptocurrency wallets, real estate valuation services, and alternative investment platforms, to deliver users a consolidated, real-time view of their net worth, holdings and liabilities.
Previous wording
The platform utilizes AI-driven analytical tools to perform portfolio tracking, concentration analysis, fee analysis, scenario modeling, and informational financial summaries through a conversational interface accessible via chat, email, and voice. The platform is designed to surface potential portfolio risks, including sector or asset class overconcentration, elevated fee structures, and inefficient cash allocation. The platform does not provide personalized investment advice within the meaning of the Investment Advisers Act of 1940 and is not intended to serve as a registered investment adviser or replace the judgment of a qualified financial professional.
Current wording
The CFO Silvia platform utilizes AI-driven analytical tools to perform portfolio tracking, concentration analysis, fee analysis, scenario modeling, and informational financial summaries through a conversational interface accessible via chat, email, and voice. The platform is designed to surface potential portfolio risks, including sector or asset class overconcentration, elevated fee structures, and inefficient cash allocation. The platform does not provide personalized investment advice within the meaning of the Investment Advisers Act of 1940 and is not intended to serve as a registered investment adviser or replace the judgment of a qualified financial professional.
Previous wording
(in thousands, except share,per share data, Bitcoin, and per Bitcoin data)
Current wording
(All figures in this Item 2 in thousands, except share, per share data, Bitcoin, and per Bitcoin data)
Previous wording
Other income (expense) for the three months ended March 31, 2026, was a net expense of $99,968 primarily driven by changes in fair value of digital assets, realized loss on put option liability, and interest expense, offset by change in fair value of Convertible Notes conversion feature, a gain on extinguishment of debt, and interest and dividend income.
Current wording
Change in fair value of convertible notes
Previous wording
As of March 31, 2026, we had cash and cash equivalents of approximately $25,964 and working capital of approximately $25,466.
Current wording
As of June 30, 2026, we had cash and cash equivalents of approximately $15.3 million and working capital of approximately $(77.3 million). The working capital deficit resulted primarily from the reclassification of the Company’s outstanding convertible notes as current liabilities as of June 30, 2026 due to holders’ contractual repurchase rights that may become exercisable within the next twelve months.
Previous wording
We do not maintain any committed external sources of liquidity, including credit facilities or other financing arrangements. Our liquidity is derived primarily from cash on hand.
Current wording
We do not maintain any committed external sources of liquidity, including credit facilities or other financing arrangements. In evaluating our liquidity position, we considered our anticipated operating cash needs, the timing and nature of potential obligations under the convertible notes, our current cash and cash equivalents balance, and the availability of financing and capital-raising alternatives. While our Bitcoin is held for long-term appreciation, we also considered it in the overall evaluation of our liquidity position given its active trading market. As a result, a significant increase or decrease in the market value or liquidity of bitcoin would impact our evaluation.
Previous wording
Cash Flows for the Three Months Ended March 31, 2026
Current wording
Cash Flows for the Six Months Ended June 30, 2026 and for the period from June 10, 2025 (Inception) through June 30, 2025
Previous wording
The following table summarizes our cash flows from operating, investing and financing activities for the three months ended March 31, 2026:
Current wording
The following table summarizes our cash flows from operating, investing and financing activities for the six months ended June 30, 2026 and for the period from June 10, 2025 (Inception) through June 30, 2025 (In thousands):
Previous wording
Our Unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto included elsewhere in this Quarterly Report are prepared in accordance with GAAP. The preparation of our Unaudited Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We are subject to uncertainties such as the impact of future events, economic and political factors, and changes in our business environment; therefore, actual results could differ significantly from these estimates under different assumptions or conditions. To the extent that there are differences between our estimates and actual results, our future unaudited condensed consolidated financial statement presentation, financial condition, results of operations, and cash flows will be affected.
Current wording
Our Unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto included elsewhere in this Quarterly Report are prepared in accordance with GAAP. The preparation of our Unaudited Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses, and related disclosure. We have based our estimates on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We are subject to uncertainties such as the impact of future events, economic and political factors, and changes in our business environment; therefore, actual results could differ significantly from these estimates under different assumptions or conditions. To the extent that there are differences between our estimates and actual results, our future Unaudited Condensed Consolidated Financial Statement presentation, financial condition, results of operations, and cash flows will be affected.
Previous wording
Note that the Company has no critical accounting estimates. See “Summary of Significant Accounting Policies” described in Note 3 to our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for a description of our significant accounting policies.
Current wording
See “Summary of Significant Accounting Policies” described in Note 2 to our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for a description of our significant accounting policies.
Previous wording
We will remain an EGC until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Common Stock that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three year period.
Current wording
We will remain an EGC until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of common stock, par value $0.001 per share (“Common Stock”) that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three year period.
Previous wording
Our Bitcoin investment is measured using observed prices from active exchanges and adjustments are recorded in net income through “other income (expenses), net” on our unaudited condensed consolidated statement of operations. The Bitcoin market price may fluctuate significantly and a decline in the market price of Bitcoin could result in a material adverse effect on our financial results in future periods. See the risk factors included under the heading “Risks Related to Our Business and Bitcoin Treasury Strategy” in our Annual Report for more information regarding the risks related to our Bitcoin holdings As of March 31, 2026 and December 31,2025, the fair value of our Bitcoin investment included in digital assets was $372,277 and $441,791, respectively, and for the three months ended March 31, 2026, an unrealized loss from the remeasurement of our Bitcoin investment of $105,467.
Current wording
Our Bitcoin investment is measured using observed prices from active exchanges and adjustments are recorded in net income through “other income (expenses), net” on our Unaudited Condensed Consolidated Statement of Operations. The Bitcoin market price may fluctuate significantly and a decline in the market price of Bitcoin could result in a material adverse effect on our financial results in future periods. See the risk factors included under the heading “Risks Related to Our Business and Bitcoin Treasury Strategy” in our Annual Report for more information regarding the risks related to our Bitcoin holdings. As of June 30, 2026 and December 31, 2025, the fair value of our Bitcoin investment included in digital assets was $313.4 million and $441.8 million, respectively. For the six months ended June 30, 2026, we recognized an unrealized loss from the remeasurement of our Bitcoin investment of $154.8 million.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”) filings. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Current report — wording carried from elsewhere
Realized loss on put option liabilities