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).
“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”).”
M&A Transactions
ProCap Financial, Inc. completed an acquisition involving CFO Silvia, Inc (closed 2026-04-06).
“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”
Auditor Changes
ProCap Financial, Inc. engaged BDO USA, P.C. as its auditor.
“ngagement of New Independent Registered Public Accounting Firm On March 27, 2026, the Audit Committee approved the engagement of BDO USA, P.C.”
Auditor Changes
ProCap Financial, Inc. dismissed MaloneBailey, LLP as its auditor.
“On March 27, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of ProCap Financial, Inc. (the “Company”) approved the dismissal of MaloneBailey, LLP (“MaloneBailey”) as the Company’s independent registered public accounting firm, effective as of such date.”
M&A Transactions
ProCap Financial, Inc. completed an acquisition involving FalconX Bravo, Inc. for approximately $35,422,500 (closed 2026-02-27).
“he Option Contracts were entered into with FalconX Bravo, Inc. as the counterparty on January 5, 2026 and January 20, 2026, in the ordinary”
Material Agreements
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).
“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 ”).”
Material Agreements
ProCap Financial, Inc. amended Amendment to the Insider Letter with ProCap, CCCM, the Company and the directors and officers of CCCM named therein.
“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”
Material Agreements
ProCap Financial, Inc. entered into Amended and Restated Registration Rights Agreement with CCCM, the Company, ProCap, the Sponsor, and certain ProCap Holders.
“Concurrently with the Closing, CCCM, the Company, ProCap, the Sponsor, and certain ProCap Holders entered into an amended and restated registration rights agreement”
Governance Changes
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).
“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 ”).”
Governance Changes
ProCap Financial, Inc.: As a result of the Business Combination, the Company ceased to be a shell company upon the Closing.
“As a result of the Business Combination, the Company, as a successor of CCCM, ceased to be a shell company upon the Closing.”
Governance Changes
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).
“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.”
Governance Changes
ProCap Financial, Inc.: On December 5, 2025, in connection with the Business Combination, the Company amended and restated its bylaws (effective 2025-12-05).
“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 ”).”
Debt Financings
ProCap Financial, Inc. incurred convertible notes of $235.0 million with Convertible Note Investors at zero interest rate maturing up to 36 months.
“the Convertible Note Investors purchased convertible notes issued by the Company (“ Convertible Notes ”), in an aggregate principal amount of $235.0 million”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.