Company Overview - ProCap Acquisition Corp is a blank check company formed to effect mergers, amalgamations, share exchanges, asset acquisitions, share purchases, reorganizations, or similar business combinations with one or more businesses [3] - The company is focused on completing a business combination with attractive target businesses within the financial technology industry [3] Management Team - The management team is led by Anthony Pompliano, Chief Executive Officer, and Catalina Abbey, Chief Financial Officer [4] - The Board of Directors includes Michael Gonzalez, Lindsey Haswell, and Ben Buchanan, with Brent Saunders serving as an advisor [4] IPO and Trading Information - Starting July 11, 2025, holders of the units from the initial public offering can separately trade Class A ordinary shares and redeemable warrants [1] - Each unit consists of one Class A ordinary share and one-third of a redeemable warrant, with whole warrants allowing the purchase of one Class A ordinary share at $11.50 [1] - Class A ordinary shares will trade under the symbol "PCAP" and warrants under "PCAPW" on the Nasdaq Global Market, while units will continue to trade under "PCAPU" [1]

Financial Position - As of March 31, 2025, total current assets amounted to $244,209, with prepaid expenses of $25,000 and deferred offering costs of $219,209[9]. - Total current liabilities were $289,228, including accrued offering costs of $179,209 and a promissory note related party of $100,895[10]. - The company has a shareholder's deficit of $45,019 as of March 31, 2025, with an accumulated deficit of $70,019[11]. - As of March 31, 2025, the Company had no cash and a working capital deficit of $264,228[35]. - The Company has up to $1,500,000 in Working Capital Loans available, which may be converted into units of the post-Business Combination entity at $10.00 per unit[39]. - The Company has no long-term debt or significant liabilities, except for a monthly payment of $10,000 to an affiliate of the Sponsor for various support services[113]. - As of March 31, 2025, there were no unrecognized tax benefits or amounts accrued for interest and penalties[54]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on May 22, 2025, raising gross proceeds of $250,000,000 from the sale of 25,000,000 units at $10.00 per unit[24]. - Transaction costs related to the Initial Public Offering totaled $14,026,609, which included a cash underwriting fee of $2,200,000 and a deferred underwriting fee of $11,250,000[26]. - The underwriters partially exercised their over-allotment option, resulting in an additional 3,000,000 Units sold during the IPO[61]. - The Company also sold 430,000 Private Placement Units at $10.00 per Unit, generating gross proceeds of $4,300,000[37]. - The underwriters received a cash underwriting discount of $2,200,000, which is 1.0% of the gross proceeds from the Initial Public Offering[78]. - A total of $250,000,000 was placed in the Trust Account, with transaction costs amounting to $14,026,609, which includes a cash underwriting fee of $2,200,000 and a deferred underwriting fee of $11,250,000[107][131]. Business Operations - The company has not yet commenced any operations and will not generate operating revenues until after completing its initial Business Combination[23]. - The Company has 24 months to complete its initial Business Combination[40]. - The Company has not generated any revenues to date and does not expect to do so until after completing a Business Combination[103]. - The Company plans to utilize cash from the Initial Public Offering and Private Placement Units for future Business Combinations[101]. - The company intends to use the funds in the Trust Account primarily to complete its Business Combination and for working capital to finance operations of target businesses[108]. Risks and Compliance - The Company has faced risks due to geopolitical instability, which could impact its search for an initial Business Combination[73]. - The company has identified risks related to international trade policies and tariffs that could adversely affect its search for a Business Combination target[124][126]. - The Company is classified as an "emerging growth company" and is exempt from certain reporting requirements[43]. - The certifications of the Principal Executive Officer and Principal Financial Officer were furnished pursuant to the Sarbanes-Oxley Act of 2002, ensuring compliance with regulatory requirements[31.1][31.2][32.1][32.2]. Shareholder Information - The company issued an additional 575,000 founder shares to the Sponsor, resulting in a total of 6,325,000 founder shares outstanding[12]. - The Company issued 5,750,000 Class B ordinary shares to the Sponsor for $25,000, approximately $0.004 per share, with an additional 575,000 shares issued later[67]. - As of March 31, 2025, there were 6,325,000 Class B ordinary shares issued and outstanding, with potential for 825,000 shares to be surrendered depending on underwriters' over-allotment[80]. - The holders of founder shares and Private Placement Warrants have registration rights for resale of the Company's securities prior to the initial Business Combination[76]. Financial Performance - The company reported a net loss of $70,019 for the period from January 2, 2025, through March 31, 2025, resulting in a basic and diluted net loss per Class B ordinary share of $0.01[13]. - As of March 31, 2025, the Company had a net loss of $70,019, primarily due to general and administrative costs[104]. - The Company has not experienced losses on its cash accounts and believes it is not exposed to significant credit risk[50]. - The Company has not made any unregistered sales of equity securities during the quarterly period covered by the report[128]. Other Agreements and Policies - The Company has entered into an agreement to pay $10,000 per month for administrative services, with no amounts incurred as of March 31, 2025[71]. - The deferred underwriting discount of $11,250,000 is payable upon the completion of the company's initial Business Combination[114]. - The Company may convert up to $1,500,000 of Working Capital Loans into private placement units at a price of $10.00 per unit[72]. - The company has incorporated a Clawback Policy as part of its governance practices[99.1]. - There are no off-balance sheet arrangements or material litigation currently pending against the company[112][122].