NASDAQ: BRR

ProCap Financial, Inc.

CIK 0002076163 · SIC 6199 · Finance Services

Small by assets Assets $358M as of Aug 23, 2026

Founded in 2025, ProCap is a U.S.-based, modern finance company. Our mission is to help independent investors make money. We initially launched with Bitcoin-focused media products and Bitcoin holdings on our consolidated balance sheet. In February 2026, we added strategies related to the use of AI… About this business →

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424B3 Filed Aug 19, 2026

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10-Q Filed Aug 13, 2026 · Period ending Jun 30, 2026

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424B3 Filed Aug 10, 2026

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424B3 Filed Aug 10, 2026

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8-K Filed Jul 21, 2026 · Period ending Jul 21, 2026

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8-K Filed Jul 16, 2026 · Period ending Jul 15, 2026

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424B3 Filed Jun 30, 2026

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10-Q Filed May 14, 2026 · Period ending Mar 31, 2026

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424B3 Filed Apr 7, 2026

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424B3 Filed Apr 7, 2026

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8-K Filed Apr 6, 2026 · Period ending Apr 6, 2026

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8-K Filed Apr 3, 2026 · Period ending Mar 30, 2026

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8-K Filed Mar 30, 2026 · Period ending Mar 27, 2026

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10-K Filed Feb 18, 2026 · Period ending Dec 31, 2025

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S-1 Filed Jan 6, 2026

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10-Q Filed Dec 11, 2025 · Period ending Sep 30, 2025

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Latest financial statements

From 10-Q filed Aug 13, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except for share and per share data, unaudited)

Description Three months ended June 30, 2026 Six months ended June 30, 2026 Period from June 10, 2025 (Inception) through June 30, 2025
Revenue 37 38 -
Operating Expenses
General and administrative 11,304 15,556 8
Stock-based compensation 3,723 7,263 -
Total Operating Expenses 15,027 22,819 8
Operating Loss (14,990) (22,781) (8)
Other Income (expense)
Unrealized (loss) gain on digital assets (49,362) (154,829) 14,296
Realized loss on digital assets (2,676) (2,676) -
Change in fair value of convertible notes conversion feature 109 946 -
Realized loss on put option liability - (914) -
Gain on extinguishment of debt - 5,933 -
Interest and dividend income 128 871 -
Interest expense (760) (1,860) -
Change in fair value of derivative liability - - 10,330
Other (expenses) income, net (52,561) (152,529) 24,626
Net (Loss) Income Before Taxes (67,551) (175,310) 24,618
Income tax benefit (2,504) (2,504) -
Net (Loss) Income (65,047) (172,806) 24,618
Weighted average number of shares of common stock outstanding, basic 89,394,753 86,164,488 3,809,524
Net (loss) income per common stock, basic (0.73) (2.01) 6.46
Weighted average number of shares of common stock outstanding diluted 89,394,753 86,164,488 28,404,762
Net (loss) income per common stock, diluted (0.73) (2.01) 0.50

Condensed Consolidated Balance Sheets

(in thousands, except for share and per share data)

Description June 30, 2026 (unaudited) December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents 15,338 44,976
Restricted cash - 149,885
Prepaid expenses and other current assets 1,698 2,166
Total current assets 17,036 197,027
Digital assets 313,378 441,791
Right-of-use asset 961 -
Fixed assets, net 304 52
Intangible assets, net 14,095 -
Goodwill 12,671 -
Other non-current assets 7 16
Total Assets 358,452 638,886
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses 1,655 1,831
Conversion feature liability convertible notes 23 -
Convertible notes, net 92,256 -
Lease liability, current 298 -
Other current liabilities 112 1
Derivative securities liabilities - 428
Total current liabilities 94,344 2,260
Conversion feature liability convertible notes - 2,278
Convertible notes, net - 214,172
Deferred tax liabilities 578 -
Lease liability, non-current 736 -
Total long term liabilities 1,314 216,450
Total liabilities 95,658 218,710
Stockholders’ Equity
Preferred stock; 50,000,000 authorized shares; no shares issued and outstanding as of June 30, 2026 and December 31, 2025 - -
Common stock; $0.001 par value; 550,000,000 authorized shares; 94,651,912 shares issued and 88,574,486 shares outstanding as of June 30, 2026, 85,166,604 shares issued and 84,327,208 shares outstanding as of December 31, 2025 94 85
Treasury stock, at cost; 6,077,426 shares and 839,396 shares as of June 30, 2026 and December 31, 2025, respectively (15,600) (2,847)
Additional paid-in capital 480,082 451,914
Accumulated deficit (201,782) (28,976)
Total stockholders’ equity 262,794 420,176
Total liabilities and stockholders’ equity 358,452 638,886

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands, unaudited)

Description Six months ended June 30, 2026 Period from June 10, 2025 (Inception) through June 30, 2025
Cash flows from operating activities:
Net (loss) income (172,806) 24,618
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Unrealized loss (gain) on digital assets 154,829 (14,296)
Gain on extinguishment of debt (5,933) -
Stock based compensation 7,263 -
Depreciation and amortization expenses 1,249 -
Amortization of discount and debt issuance costs on Convertible Notes 1,860 -
Realized loss on digital assets 2,676 -
Change in fair value of derivative liability - (10,330)
Realized loss on put option liability 914 -
Change in fair value of convertible notes conversion feature (946) -
Amortization of right-of-use asset 128 -
Changes in operating assets and liabilities:
Accounts payable and other current liabilities (1,717) 6
Deferred tax liabilities (2,504) -
Escrow account - (1,000)
Due to investors - 1,000
Prepaid expenses and other current assets 483 (10)
Other non-current assets 18 -
Due to related party - 12
Lease liability (55) -
Net cash used in operating activities (14,541) -
Cash flows from investing activities:
Purchases of digital assets (35,953) (476,000)
Sales of digital assets 6,861 -
Acquisition of CFO Silvia, net of cash acquired (1,326) -
Purchases of fixed assets (306) -
Net cash used in investing activities (30,724) (476,000)
Cash flows from financing activities:
Payments of Convertible Notes (119,152) -
Purchase of treasury stock (12,753) -
Purchase of derivative securities (1,653) -
Taxes paid on RSU vesting (1,011) -
Settlement of derivative securities (578) -
Proceeds from derivative securities 889 -
Proceeds from issuance of preferred units - 476,000
Net cash (used in) provided by financing activities (134,258) 476,000
Net decrease in cash and cash equivalents (179,523) -
Cash, cash equivalents, and restricted cash, beginning of period 194,861 -
Cash and cash equivalents, end of period 15,338 -
Non-cash investing and financing activities:
Common stock issued as consideration for CFO Silvia Acquisition (15,992) -
Share-settled earnout consideration for CFO Silvia Acquisition (5,933)
Contribution of digital assets for preferred units - 32,000
Contribution of digital assets for preferred units, related party - 8,500
Initial recognition of conversion feature liability - 56,299
Conversion of due to related party to a promissory note, related party - 12

Amounts as printed on the EDGAR/iXBRL face — (in thousands, except for share and per share data, unaudited); (in thousands, except for share and per share data); (in thousands, unaudited). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

About ProCap Financial, Inc.

Source: Item 1 (Business) from the 10-K filed February 18, 2026. Description as filed by the company with the SEC.

ITEM
1. BUSINESS

Overview

Founded in 2025, ProCap is a U.S.-based, modern finance company. Our mission is to help independent investors make
money. We initially launched with Bitcoin-focused media products and Bitcoin holdings on our consolidated balance
sheet. In February 2026, we added strategies related to the use of AI and automation to support the development and delivery of financial
products and services.

Our
business is built upon a foundational belief that advances in AI may enable more scalable and efficient tools
for portfolio analysis, financial planning, and investor decision support. Consistent with this approach, the Company expects to
increasingly rely on software-based systems and automated processes as part of our operating model. We further believe that Bitcoin
represents a superior long-term store of value and a viable alternative to traditional fiat-based reserve assets. We believe Bitcoin
will play an increasingly important role as a reserve asset for individuals, corporations, and governments worldwide. A key
objective of our Company is to support the broader Bitcoin information ecosystem, including through audio podcasts, video
interviews, and text-based articles designed to help individuals and organizations understand Bitcoin’s significance and
utility of our mission. To support our operations, we have initiated our plan to accumulate and hold Bitcoin as a long-term treasury
reserve asset.

AI
Products and Strategy

In
connection with our strategic expansion into artificial intelligence software, announced in February 2026, we intend to develop and
commercialize AI-powered products and services focused on financial education, portfolio analysis, and investor decision support. We
believe that the adoption of AI technologies in financial services is accelerating, with industry participants increasingly
deploying AI systems across compliance, risk management, customer engagement, and financial planning functions. We intend to
position our Company to capitalize on this trend through the development and commercialization of AI-powered financial tools for
consumers and, over time, institutional and enterprise users.

Read full description ↓

Merger
Agreement with CFO Silvia

To
support our AI strategy, on February 9, 2026, we 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, Inflection Points, Inc., a Delaware corporation (“Inflection Points”),
Shain Noor, an individual (“Noor”), (Noor
and, together with Inflection Points, the “Sellers”), and Shain Noor, solely in his capacity as the stockholder
representative. Under the Merger Agreement, Merger Sub will merge with and into CFO Silvia, with CFO Silvia surviving as a direct
wholly owned subsidiary of the Company (the “Merger”).

CFO
Silvia has developed a consumer-facing AI platform that aggregates and organizes financial data to provide users with automated
financial education, tracking and analytical tools. The CFO Silvia platform connects to more than 10,000 financial account
integrations, including brokerage accounts, retirement accounts, cryptocurrency wallets, real estate valuation services, and
alternative investment platforms, to deliver users a consolidated, real-time view of their net worth, holdings, and liabilities. As
of February 2026, the platform had approximately 12,000 users with approximately $30 billion in aggregate
tracked assets.

The
platform utilizes AI-driven analytical tools to perform portfolio tracking, concentration analysis, fee analysis, scenario modeling, and
informational financial summaries through a conversational interface accessible via chat, email, and voice. The platform is designed
to surface potential portfolio risks, including sector or asset class overconcentration, elevated fee structures, and inefficient cash
allocation. The platform does not provide personalized investment advice within the meaning of the Investment Advisers Act of 1940 and
is not intended to serve as a registered investment adviser or replace the judgment of a qualified financial professional.

Following
the closing of the Merger, the Company expects to leverage CFO Silvia’s technology platform, data infrastructure, and development
team, to be led by Shain Noor in his capacity as our Chief Technology Officer, to expand its AI product offerings.

For
more information on the Merger see “Part II -- Item 7 -- Management’s Discussion and Analysis of Financial Condition And
Results Of Operations -- Business Combination Transaction and Recent Developments--Merger Agreement with CFO Silvia” elsewhere
in this Annual Report.

Our
AI-powered products and strategy are at an early stage of development. CFO Silvia has limited historical operations, and we have not yet generated
material revenue from AI-powered products or services. The development, launch, and commercialization of our AI-powered product offerings will require
significant additional investment in technology, talent, and infrastructure. The market for AI-powered financial products is rapidly
evolving and increasingly competitive, and there can be no assurance that the Company’s products will achieve market acceptance, generate
meaningful revenue, or compete effectively against existing or future competitors with greater resources and more established market
positions. See “Part I --