ATG Capital Calls on ProCap Financial Board to Halt its Proposed Stockholder-Dilutive Merger with CFO Silvia

Core Viewpoint - Institutional Shareholder Services (ISS) recommends that ProCap Financial stockholders vote "AGAINST" the proposed merger with CFO Silvia, Inc. and the election of the Company's director nominee, highlighting concerns over corporate governance and valuation transparency [2][7]. Company Overview - ProCap Financial, Inc. (NASDAQ: BRR) is identified as a digital asset treasury company that has been trading at a significant discount to its net asset value [3]. - The company's board is accused of pursuing a self-enriching transaction that appears to benefit the CEO at the expense of stockholders [3]. Shareholder Concerns - ATG Capital, a stockholder of ProCap, has expressed alarm over the proposed merger and has noted a lack of engagement from the company's management following their concerns [5]. - There are significant information gaps between the company's public communications and the realities in its proxy filings, leading to calls for greater transparency and consistency [6]. ISS Recommendations - ISS's recommendations are based on findings that the company's public disclosures do not adequately support the valuation of the target and highlight conflicts of interest and corporate governance deficiencies [7]. - Stockholders are encouraged to review the ISS report and consider changing their votes to "AGAINST" the merger and the director nominee if they have already voted [8]. Call to Action - ATG Capital urges the board to halt the merger and implement a corporate governance overhaul, emphasizing the need for transparency and alignment of interests with stockholders [8].