Anthony Pompliano Strikes $1 Billion Merger to Create ProCap Financial; Raises Over $750M in Largest Initial Fundraise in History for Public Bitcoin Treasury Company
New York, NY, June 23, 2025 (GLOBE NEWSWIRE) — American investor and entrepreneur Anthony Pompliano today announced that ProCap BTC, LLC, a bitcoin-native financial services firm, has entered into a definitive agreement for a business combination with Columbus Circle Capital Corp. I (NASDAQ: CCCM), a SPAC sponsored by a controlled subsidiary of Cohen & Company, Inc. At the closing of the proposed business combination, the combined company will operate as ProCap Financial, Inc., with up to $1 billion in bitcoin on its balance sheet. Entities in the proposed transaction raised $516.5 million in equity and $235 million in convertible notes, the largest initial fundraise in history for a public bitcoin treasury company. Leading institutional and bitcoin-native investors participating in the financing transactions include Magnetar Capital, Woodline Partners LP, Anson Funds, RK Capital, Off the Chain Capital, Parafi, Blockchain.com, Arrington Capital, BSQ Capital Partners, and FalconX. Industry veterans such as Mark Yusko, Jason Williams, Eric Semler, Tony Guoga, and Matteo Franceschetti participated as well. ProCap Financial aims to become the leading financial services firm at the intersection of bitcoin and traditional finance. ProCap Financial plans to use its bitcoin balance sheet to generate revenue and profit through a variety of strategies. ProCap Financial will be led by Anthony Pompliano, who has invested in more than 300 private companies and is one of the leading voices on bitcoin globally. “The legacy financial system is being disrupted by bitcoin,” said Pompliano. “ProCap Financial represents our solution to the increasing demand for bitcoin-native financial services among sophisticated investors. Our objective is to develop a platform that will not only acquire bitcoin for our balance sheet, but will also implement risk-mitigated solutions to generate revenue and profits from our bitcoin holdings.” “From day one we sought to partner with a platform and a leader that could develop a transformative organization – and we found that in ProCap BTC and Anthony Pompliano,” said Gary Quin, CEO of CCCM. “Anthony’s track record as an innovative investor, operator, and early advocate in the bitcoin ecosystem speaks for itself. We believe his deep expertise and relentless conviction will help continue to transform an industry undergoing rapid evolution.” Terms of the Proposed Business Combination and Financing Transactions The proposed business combination (the “Business Combination”) between ProCap BTC, LLC (“ProCap BTC”) and Columbus Circle Capital Corp. I (“CCCM”) will result in ProCap Financial, Inc. (“ProCap Financial”) being a publicly listed company. In connection with the Business Combination, ProCap BTC sold $516.5 million of non-voting preferred units to investors in a private placement (the “Preferred Equity Raise”) and ProCap Financial secured commitments for $235 million in senior secured convertible notes (the “Convertible Notes”) from investors in a private placement (the “Convertible Debt Raise”, together with the Business Combination and the Preferred Equity Raise, the “Proposed Transactions”). At the closing of the Business Combination (the “Closing”), any funds remaining in the CCCM trust account will be delivered to ProCap Financial. The full proceeds of the CCCM Trust Account, assuming no trust redemptions at or prior to Closing, is included in the up to $1 billion expected to be used to purchase bitcoin for ProCap Financial’s balance sheet. The Preferred Equity Raise was funded contemporaneously with the execution of the definitive agreements. ProCap BTC agreed to purchase bitcoin (the “BTC Assets”) using the aggregate amount of funds raised in the Preferred Equity Raise within fifteen days of the date of signing the definitive agreements. The BTC Assets will be held in a custodial account until the completion of the Business Combination, providing future shareholders of ProCap Financial with immediate exposure to bitcoin rather than waiting until after the Closing. The Convertible Notes will be funded at the close of the Business Combination and have a 130% conversation rate, zero interest rate, and maturity of up to 36 months. The Convertible Notes will be 2x collateralized by cash, cash equivalents or a portion of the bitcoin purchased with the proceeds from the Proposed Transactions. U.S. Bank National Trust, N.A. will serve as collateral agent and trustee with regard to the Convertible Notes and associated indenture and guarantee arrangements. At the Closing, former security holders of CCCM and former unit holders of ProCap BTC (“ProCap Holders”) will receive, as consideration in the Business Combination, newly-issued securities of ProCap Financial. The number of ProCap Financial shares issuable to the ProCap Holders at Closing will depend on the value of the BTC Assets measured as of a date shortly before the Closing, subject to a cap, and provided, also, that the ProCap Holders that are investors in the Preferred Equity Raise (as defined herein) will, at a minimum, receive such number of ProCap Financial shares as represents 1.25 times the number of preferred units delivered to such investors upon consummation of the Preferred Equity Raise, based on the trade weighted average price of the BTC Assets, as further described in the definitive agreements for the Proposed Transactions (the “Transaction Agreements”). Prior to entering into the definitive agreement, the proposed Business Combination has been approved by the board of directors of CCCM and by the board of managers of ProCap BTC. The terms of the Transaction Agreements, including covenants and conditions to Closing reasonably customary for similar transactions, including that the Proposed Transactions and their terms be approved by requisite CCCM shareholders and by the sole voting unit holder of ProCap BTC, an entity owned and controlled by Pompliano. The parties expect to consummate the Proposed Transactions prior to the end of 2025, after the submission for review by the U.S. Securities & Exchange Commission (the “SEC”) of a registration statement on Form S-4 to register applicable securities issuable by ProCap Financial upon consummation of the proposed Business Combination. The parties intend to take actions necessary for the Convertible Notes, upon issuance in connection with the Closing, to have an associated 144A CUSIP number on the issue date to facilitate potential post-Closing trading amongst QUIBS, but are not expected to otherwise be registered or tradeable. The terms of
