Epsilon closes Peak acquisition; issues 5.68M shares, expands credit line to $80M

This filing

closing was the issuance of 5,591,372 of the Company’s common shares (the “ Common Shares ”). The purchase price for the Peak BLM interests paid at closing was the issuance of 90,117 Common Shares. Following the Closing Date, up to 2,500,000 additional Common Shares or $6,500,000 in cash, is required to be issued or paid based on the timing of certain

Comparable filing

On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;

This filing

closing was the issuance of 5,591,372 of the Company’s common shares (the “ Common Shares ”). The purchase price for the Peak BLM interests paid at closing was the issuance of 90,117 Common Shares. Following the Closing Date, up to 2,500,000 additional Common Shares or $6,500,000 in cash, is required to be issued or paid based on the timing of certain

Comparable filing

Revenue Code of 1986, as amended. Under the terms of the Merger Agreement, the Company acquired Cullgen in an all-stock transaction that valued Cullgen at approximately $300 million. At the effective time of the Merger (the “Effective Time”), each then outstanding share of Cullgen capital stock (the “Cullgen Capital Stock”), excluding shares of Cullgen

This filing

closing was the issuance of 5,591,372 of the Company’s common shares (the “ Common Shares ”). The purchase price for the Peak BLM interests paid at closing was the issuance of 90,117 Common Shares. Following the Closing Date, up to 2,500,000 additional Common Shares or $6,500,000 in cash, is required to be issued or paid based on the timing of certain

Comparable filing

Interests (as defined in the Terrasoul Acquisition Agreement) which constitute all of the issued and outstanding equity interests of Terrasoul, for a purchase price of (i) $48.0 million in cash, subject to customary purchase price adjustments, including adjustments for working capital, cash, debt and transaction expenses and (ii) potential earnout consideration

This filing

closing was the issuance of 5,591,372 of the Company’s common shares (the “ Common Shares ”). The purchase price for the Peak BLM interests paid at closing was the issuance of 90,117 Common Shares. Following the Closing Date, up to 2,500,000 additional Common Shares or $6,500,000 in cash, is required to be issued or paid based on the timing of certain

Comparable filing

adjustment with respect to certain of the estimated items included in the Estimated Closing Merger Consideration. In general, the Estimated Closing Merger Consideration is US$47,040,000 in base consideration (the “Base Consideration”), adjusted for certain items as described in the definition of Estimated Closing Merger Consideration in the Merger Agreement,

This filing

closing was the issuance of 5,591,372 of the Company’s common shares (the “ Common Shares ”). The purchase price for the Peak BLM interests paid at closing was the issuance of 90,117 Common Shares. Following the Closing Date, up to 2,500,000 additional Common Shares or $6,500,000 in cash, is required to be issued or paid based on the timing of certain

Comparable filing

On April 6, 2026 (the “Closing Date”), ProCap Financial, Inc., a Delaware corporation (the “Company”), completed its previously announced acquisition of CFO Silvia, Inc, a Delaware corporation (“CFO Silvia”), pursuant to the Agreement and Plan of Merger, dated as of February 9, 2026

This filing

closing was the issuance of 5,591,372 of the Company’s common shares (the “ Common Shares ”). The purchase price for the Peak BLM interests paid at closing was the issuance of 90,117 Common Shares. Following the Closing Date, up to 2,500,000 additional Common Shares or $6,500,000 in cash, is required to be issued or paid based on the timing of certain

Comparable filing

Mr. Owens, Ms. Owens and JAO, the “Sellers”), and Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration for the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net

This filing

closing was the issuance of 5,591,372 of the Company’s common shares (the “ Common Shares ”). The purchase price for the Peak BLM interests paid at closing was the issuance of 90,117 Common Shares. Following the Closing Date, up to 2,500,000 additional Common Shares or $6,500,000 in cash, is required to be issued or paid based on the timing of certain

Comparable filing

Purchase Agreement) for purposes of consummating the acquisition of DTR at Closing. At the closing of the acquisition of DTR (the “Closing”), the Company issued an aggregate of 11,316,775 shares (such shares, the “Consideration Shares”) of its Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), comprised of (A) 31.5% of (i) the aggregate

This filing

closing was the issuance of 5,591,372 of the Company’s common shares (the “ Common Shares ”). The purchase price for the Peak BLM interests paid at closing was the issuance of 90,117 Common Shares. Following the Closing Date, up to 2,500,000 additional Common Shares or $6,500,000 in cash, is required to be issued or paid based on the timing of certain

Comparable filing

in its capacity as representative of the Sellers. After giving effect to the transactions contemplated by the Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares (the “Mikytuck Rollover Securities”) of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) issued to Mr. Mikytuck, (ii) 69,511