8-K
filed December 11, 2025, 6:59 PM ET
ticker BRR
CIK 0002076163
M&A
confidence high
sentiment neutral
materiality 1.00
ProCap Financial, Inc. (BRR): debt financing — ProCap Financial completes de-SPAC; $516.5M preferred equity, $235M convertible notes, ~4,951 BTC acquired
ProCap Financial, Inc.
- Closed de-SPAC with Columbus Circle Capital; common stock (BRR) and warrants (BRRWW) list on Nasdaq.
- Raised $516.5M in preferred equity at $10/unit; proceeds purchased ~4,951 Bitcoin at ~$104,333.56 avg.
- Issued $235M in convertible notes (97% par); zero interest, 130% conversion, 36-month maturity, 2x collateral.
- Sponsor and seller earnout: 8.33M and 9.5M shares tied to stock price ≥$10.21 or BTC VWAP ≥$140k within 2 years.
- Common unit holders locked up for 6 months; no Adjustment Shares issued at closing.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
ProCap Financial, Inc. incurred convertible notes of $235.0 million with Convertible Note Investors at zero interest rate maturing up to 36 months.
- Instrument
- convertible notes
- Principal
- $235.0 million
- Counterparty
- Convertible Note Investors
- Rate
- zero interest rate
- Maturity
- up to 36 months
- Event
- incurrence
Exact text from the filing
the Convertible Note Investors purchased convertible notes issued by the Company (“ Convertible Notes ”), in an aggregate principal amount of $235.0 million
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ProCap Financial, Inc.: On December 5, 2025, in connection with the Business Combination, the Company amended and restated its certificate of incorporation (effective 2025-12-05).
- Change
- charter amendment
- Effective
- 2025-12-05
Exact text from the filing
On December 5, 2025, in connection with the Closing of the Business Combination, the Company amended and restated its certificate of incorporation (as amended and restated, the “ Pubco Charter ”) and its bylaws (as amended, the “ Pubco Bylaws ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ProCap Financial, Inc.: On December 5, 2025, in connection with the Business Combination, the Company amended and restated its bylaws (effective 2025-12-05).
- Change
- bylaw amendment
- Effective
- 2025-12-05
Exact text from the filing
On December 5, 2025, in connection with the Closing of the Business Combination, the Company amended and restated its certificate of incorporation (as amended and restated, the “ Pubco Charter ”) and its bylaws (as amended, the “ Pubco Bylaws ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ProCap Financial, Inc.: On December 5, 2025, effective as of such date, the Board adopted a code of ethics and business conduct (the “Code”) applicable to all employees, officers and directors (effective 2025-12-05).
- Change
- code of ethics
- Effective
- 2025-12-05
Exact text from the filing
In connection with the Closing of the Business Combination, on December 5, 2025 and effective as of such date, the Board adopted a code of ethics and business conduct (the “ Code ”) applicable to all employees, officers and directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ProCap Financial, Inc.: As a result of the Business Combination, the Company ceased to be a shell company upon the Closing.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, the Company, as a successor of CCCM, ceased to be a shell company upon the Closing.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
ProCap Financial, Inc. entered into Amended and Restated Registration Rights Agreement with CCCM, the Company, ProCap, the Sponsor, and certain ProCap Holders.
- Action
- entry
- Counterparty
- CCCM, the Company, ProCap, the Sponsor, and certain ProCap Holders
Exact text from the filing
Concurrently with the Closing, CCCM, the Company, ProCap, the Sponsor, and certain ProCap Holders entered into an amended and restated registration rights agreement
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
ProCap Financial, Inc. amended Amendment to the Insider Letter with ProCap, CCCM, the Company and the directors and officers of CCCM named therein.
- Action
- amendment
- Counterparty
- ProCap, CCCM, the Company and the directors and officers of CCCM named therein
Exact text from the filing
Concurrently with the Closing, each of ProCap, CCCM, the Company and the directors and officers of CCCM named therein executed and delivered an amendment to the Insider Letter
View on SEC.gov
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