Procap Financial, Inc. – Q3 2025 Investor Summary
Overview - Procap Financial, Inc. was incorporated on June 17, 2025, with operations focused on completing a business combination (“Business Combination”). The quarterly report covers the period from inception through September 30, 2025. The company did not generate any revenue during this period and mainly incurred administrative and transaction-related expenses.
Key Financial Metrics - Total Assets: $0 as of September 30, 2025. - Total Liabilities: $329,471, consisting of accounts payable and accrued expenses ($120,374) and a promissory note to a related party ($209,097). - Stockholder’s Deficit: $(329,471), reflecting accumulated losses since inception. - Net Loss: $(329,471) from June 17, 2025 through September 30, 2025; $(319,048) for the three months ended September 30, 2025. - Cash Position: No cash on hand as of September 30, 2025. Operating losses were funded by related party loans. - Cash Flows: Operating activities used $(108,674), fully offset by related party financing.
Recent and Subsequent Events - Business Combination: On December 5, 2025 (after quarter-end), Procap completed a Business Combination with Columbus Circle Capital Corp I, making ProCap BTC and CCCM its wholly-owned subsidiaries and becoming a public company on Nasdaq (“BRR”). - Equity & Debt: Financing involved a Preferred Equity Subscription Agreement with proceeds used to purchase Bitcoin and a Convertible Notes agreement (130% conversion rate, zero interest, up to 36 months maturity).
Liquidity & Capital Resources - The company currently lacks revenue, positive cash flow, and sustainable liquidity, operating as a shell pre-Business Combination. - Ongoing operations have relied entirely on related party financing: $108,674 in proceeds, including a converted liability to a promissory note ($100,423).
Risks - Liquidity/Going Concern: Significant doubt exists about the company’s ability to continue as a going concern, as it needs to raise further capital to fund operations (Note 2; MD&A). - Execution: No operating history or revenue prior to the merger; future success hinges on successfully deploying a Bitcoin treasury strategy and accessing capital markets. - Market/Regulatory Exposure: Exposure to Bitcoin volatility and regulatory changes, especially related to crypto assets. - Operational Risk: Reliance on key personnel and ability to hire talent, execution of planned growth, compliance, and general capital market volatility. - Legal/Compliance: Subject to litigation risk and need for compliance with federal, state, and local laws.
Related Party Transactions - Financing to date is exclusively from related parties, mainly through a promissory note that has been amended to increase capacity after quarter end.
Capital Structure - As of September 30, 2025: 1 share of common stock outstanding, no preferred shares issued. As of December 9, 2025: 85,166,604 common shares post-Business Combination.
Controls & Governance - The company identified “material weaknesses” in internal controls typical for early-stage shell companies.
Summary for Investors Procap Financial, Inc. is an early-stage company that, as of Q3 2025, had no operating business or revenue, had negative equity, was funded wholly by related parties, and had zero assets. Following its December 2025 business combination, it will pursue a Bitcoin-focused treasury and financing strategy, but faces considerable financial, operational, and regulatory risks. Investors should closely monitor the company’s ability to raise additional capital and execute its post-merger business plan in a highly volatile sector.
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