ProCap Financial, Inc. (BRR): M&A transaction — ProCap Financial completes acquisition of CFO Silvia; $30B assets, Noor named CTO

ProCap Financial, Inc.

Closing consideration: 7,516,951 shares of common stock, plus 900,000 escrow shares and up to 9M earnout shares at $9.00/share threshold.
Shain Noor, founder of CFO Silvia, appointed CTO with $700k base, $5M signing bonus, $300k bonus target, and $1M annual RSUs.
Combined platform has >$30 billion in assets, average user net worth >$2.5M, and 94% user engagement with AI features.
Lock-up on seller shares until six months post-close or when stock hits $9.00; indemnification escrow for 12 months.

item 1.01 item 2.01 item 3.02 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

ProCap Financial, Inc. completed an acquisition involving CFO Silvia, Inc (closed 2026-04-06).

Action: acquisition
Counterparty: CFO Silvia, Inc
Closing: 2026-04-06

Exact text from the 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

View on SEC.gov

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

ProCap Financial, Inc. entered into Agreement and Plan of Merger with CFO Silvia, Inc, Silvia Merger Sub, Inc., Inflection Points Inc, Shain Noor (effective 2026-02-09).

Action: entry
Agreement: merger
Counterparty: CFO Silvia, Inc, Silvia Merger Sub, Inc., Inflection Points Inc, Shain Noor
Effective: 2026-02-09

Exact text from the filing

pursuant to the Agreement and Plan of Merger, dated as of February 9, 2026 (the “Merger Agreement”), by and among the Company, Silvia Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”), 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”).

View on SEC.gov

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ProCap Financial, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-015249

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