To investors,
I raised more than $750 million earlier this year to create a new public company called ProCap Financial.
The company aims to be the leading bitcoin-native financial services firm by building products to help individuals improve their financial lives. These products will be built on the foundation of bitcoin and they will leverage the bitcoin ethos.
ProCap Financial is being created through a merger between ProCap BTC, LLC (a private company) and Columbus Circle Capital Corp 1 (Nasdaq: BRR). Yesterday, ProCap Financial publicly filed our Form S-4 with the SEC.
This is a major milestone for the company as we work to get regulatory approval for our deal. Once approved, the deal can close and we can begin building the business to fulfill our mission.
As part of the filing, we made two major announcements. First, we revealed that our company has already driven more than $60 million in unrealized gains in less than 90 days since we announced the deal. These unrealized gains have been driven by our decision to purchase bitcoin with the equity capital we raised as part of the business combination. Most of the other companies pursuing a similar strategy chose to have their funding contingent on closing, but we worked with our investors to get them to pre-fund their commitments.
That decision has led to more than $60 million in unrealized gains. Good start, but we have a lot more work to do.
The second announcement we made was the appointment of new executive team members. Those individuals include:
Jeff Park: Chief Investment Officer — Jeff was previously the Head of Alpha Strategies at Bitwise Asset Management, one of the world’s largest crypto-specialist asset managers. Before that, he was a Partner at Corbin Capital Partners, a multi-billion alternative asset management firm that specializes in multi-strategy hedge fund and opportunistic credit investing, where he led the firm’s digital asset investing efforts.
Megan Pacchia: Chief Operating Officer — Megan previously spent 14 years at McKinsey & Company, where she was a Partner in the Consumer Practice. During her tenure, she advised Fortune 500 companies on enterprise transformation, organizational optimization, market-leading growth strategies, and operational excellence. Prior to McKinsey, Megan held roles at Morgan Stanley in both its Chief Investment Office and its Equity Capital Markets group. She is also a co-founder of PubKey, a globally recognized hub for Bitcoin enthusiasts, innovators, and thought leaders.
Kyle Wood: Chief Legal Officer — Kyle previously was a Partner at Perkins Coie, LLP and held senior legal roles as General Counsel for both public and private firms, where he built and led legal teams, managed complex transactions, and advised on emerging technologies, including digital assets and AI.
Vinod Khosla once said “the team you build is the company you build.” I believe that statement to be true, which is why I am so excited to have Jeff, Megan, and Kyle joining ProCap.
There is still an incredible amount of work ahead of us. We have to get the final regulatory approval of the proposed business combination. We have to complete the deSPAC process. And we have to start building the company, including our goal of acquiring more bitcoin and creating financial services for our future customers.
ProCap BTC, LLC currently holds 4,950 bitcoin, which would make us a top 20 largest holder of bitcoin in public markets anywhere in the world. We will continue to compete on the global leaderboard, so we can become one of the largest holders of bitcoin in the world.
Columbus Circle Capital Corp 1’s Nasdaq ticker is BRR. That will also be the ticker of ProCap Financial at the completion of the business combination.
The money printer is going BRR. And BRR aspires to be the leading bitcoin-native financial services firm. Two ideas that go hand-in-hand.
You can read our full press release here: Read here
Hope everyone has a great day. I’ll talk to you on Monday.
- Anthony Pompliano
Founder & CEO, Professional Capital Management
Jeff Park is a Partner and Chief Investing Officer of ProCap BTC. This conversation was recorded at the Independent Investor Summit in New York.
In this conversation we talk about the intelligent investor vs ideological investor, radical portfolio theory, rise of prediction markets, stablecoins, and what the future of bitcoin treasury companies looks like.
Enjoy!
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Additional Information and Where to Find It
ProCap Financial, Inc. (“ProCap Financial”) and Columbus Circle Capital Corp. I (“CCCM”) intend to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of CCCM and a prospectus (the “Proxy Statement/Prospectus”) in connection with the proposed business combination between ProCap BTC, LLC (“ProCap BTC”) and CCCM (the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of CCCM as of a record date to be established for voting on the Proposed Transactions and other matters as described in the Proxy Statement/Prospectus. ProCap Financial and/or CCCM will also file other documents regarding the Proposed Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CCCM AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CCCM’s SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CCCM, PROCAP BTC, PROCAP FINANCIAL AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by CCCM and ProCap Financial, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Columbus Circle Capital Corp. I, 3 Columbus Circle, 24th Floor New York, NY 10019, e-mail: IR@ColumbusCircleCap.com; or upon written request to ProCap Financial, Inc., 600 Lexington Ave., Floor 2, New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The offer and sale of the convertible notes to be issued by ProCap Financial and the preferred units of ProCap BTC sold in connection with the Proposed Transactions has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.
Participants in Solicitation
CCCM, ProCap BTC, ProCap Financial and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from CCCM’s shareholders in connection with the Proposed Transactions. A list of the names of such persons, and information regarding their interests in the Proposed Transactions and their ownership of CCCM’s securities are, or will be, contained in CCCM’s filings with the SEC, including the final prospectus for CCCM’s initial public offering filed with the SEC on May 19, 2025. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of CCCM’s shareholders in connection with the Proposed Transactions, including the names and interests of ProCap BTC’s and ProCap Financial’s respective directors or managers and executive officers, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by ProCap Financial and CCCM with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication and the information contained herein is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of CCCM or ProCap Financial, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions involving ProCap Financial, ProCap BTC, and CCCM, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding ProCap BTC, ProCap Financial, CCCM and the Proposed Transactions, statements regarding the anticipated benefits and timing of the completion of the Proposed Transactions, the assets held by ProCap BTC and ProCap Financial, the price and volatility of bitcoin, bitcoin’s growing prominence as a digital asset and as the foundation of a new financial system, ProCap Financial’s listing on any securities exchange, the macro and political conditions surrounding bitcoin, the planned business strategy including ProCap Financial’s ability to develop a corporate architecture capable of supporting financial products built with and on bitcoin including native lending models, capital market instruments, and future innovations that will replace legacy financial tools with bitcoin-aligned alternatives, plans and use of proceeds, objectives of management for future operations of ProCap Financial, the upside potential and opportunity for investors, ProCap Financial’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial impacts of the Proposed Transactions, the satisfaction of closing conditions to the Proposed Transactions and the level of redemptions of CCCM’s public shareholders, and ProCap Financial’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, but not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price of CCCM’s securities; the risk that the Proposed Transactions may not be completed by CCCM’s business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the Proposed Transactions, including the approval of CCCM’s shareholders; failure to realize the anticipated benefits of the Proposed Transactions; the level of redemptions of the CCCM’s public shareholders, which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of CCCM or the shares of common stock of ProCap Financial to be listed in connection with the Proposed Transactions; the insufficiency of the third-party fairness opinion for the board of directors of CCCM in determining whether or not to pursue the Proposed Transactions; the failure of ProCap Financial to obtain or maintain the listing of its securities on any securities exchange after closing of the Proposed Transactions; risks associated with CCCM, ProCap BTC and ProCap Financial’s ability to consummate the Proposed Transactions timely or at all, including in connection with potential regulatory delays or impediments, changes in bitcoin prices or for other reasons; costs related to the Proposed Transactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to ProCap Financial’s anticipated operations and business, including the highly volatile nature of the price of bitcoin; the risk that ProCap Financial’s stock price will be highly correlated to the price of bitcoin and the price of bitcoin may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions; asset security and risks associated with CCCM, ProCap BTC and ProCap Financial’s ability to consummate the Proposed Transactions timely or at all, including in connection with potential regulatory delays or impediments, changes in bitcoin prices or for other reasons; risks related to increased competition in the industries in which ProCap Financial will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding bitcoin; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after consummation of the Proposed Transactions, ProCap Financial experiences difficulties managing its growth and expanding operations; the risks that launching and growing ProCap Financial’s bitcoin treasury advisory and services in digital marketing and strategy could be difficult; challenges in implementing ProCap Financial’s business plan, due to operational challenges, significant competition and regulation; being considered to be a “shell company” by any stock exchange on which ProCap Financial’s common stock will be listed or by the SEC, which may impact ProCap Financial’s ability to list ProCap Financial’s common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against ProCap Financial, ProCap BTC, CCCM or others following announcement of the Proposed Transactions, and those risk factors discussed in documents that ProCap Financial and/or CCCM filed, or that will be filed, with the SEC.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of CCCM dated as of May 15, 2025 and filed by CCCM with the SEC on May 19, 2025, CCCM’s Quarterly Reports on Form 10-Q and CCCM’s Annual Reports on Form 10-K that will be filed by CCCM from time to time, the Registration Statement that will be filed by ProCap Financial and CCCM and the Proxy Statement/Prospectus contained therein, and other documents that have been or will be filed by CCCM and ProCap Financial from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither CCCM nor ProCap Financial presently know or that CCCM and ProCap Financial currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and each of CCCM, ProCap BTC, and ProCap Financial assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither CCCM, ProCap BTC, nor ProCap Financial gives any assurance that any of CCCM, ProCap BTC, or ProCap Financial will achieve their respective expectations. The inclusion of any statement in this communication does not constitute an admission by CCCM, ProCap BTC or ProCap Financial or any other person that the events or circumstances described in such statement are material.
The terms of the Proposed Transactions described in this communication, including any dollar-denominated figures or implied valuations, are based on information as of the date of the signing of the definitive business combination agreement and assume no redemptions from the CCCM trust account. These terms are subject to change, including as a result of fluctuations in the price of bitcoin prior to closing of the Proposed Transactions. There can be no assurance that the final terms at Closing will reflect the figures referenced herein.
I bought PCAPU. What will happen with this stock once the merger goes through with BRR? Should I sell PCAPU and buy BRR or will the PCAPU merge into BRR? Thank you!