ProCap Financial to acquire AI fintech CFO Silvia; repurchases $135M in convertible notes

ProCap Financial, Inc.

Merger: ProCap to acquire CFO Silvia (AI software) for stock consideration; earnout triggers at $9.00 share price.
Repurchased ~$135M aggregate principal of 0% convertible notes for ~$119M cash; outstanding reduced to ~$100M.
Shain Noor to become CTO post-merger with $700K base salary, $5M signing bonus, and $4M RSUs.
Company expands AI/automation strategy; plans to integrate CFO Silvia's platform; continues to hold Bitcoin.
Post-repurchase collateral: 2,800 BTC and $145M cash, maintaining compliance with 1:1 loan-to-collateral ratio.

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Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ProCap Financial, Inc. entered into Agreement and Plan of Merger with Silvia Merger Sub, Inc., CFO Silvia, Inc, Inflection Points Inc, Shain Noor (effective 2026-02-08).

Action: entry
Agreement: merger
Counterparty: Silvia Merger Sub, Inc., CFO Silvia, Inc, Inflection Points Inc, Shain Noor
Effective: 2026-02-08

Exact text from the filing

On February 8, 2026, ProCap Financial, Inc. (the “ Company ” or “ ProCap Financial ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Silvia Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“ Merger Sub ”), CFO Silvia, Inc, a Delaware corporation (“ CFO Silvia ”), Inflection Points Inc, a Delaware corporation (“ Inflection Points ”), Shain Noor (“ Noor ” and, together with Inflection Points, the “ Sellers ”), and Shain Noor, solely in his capacity as the stockholder representative (the “ Stockholder Representative ”).

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ProCap Financial, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-005670

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