Item 5. Other Information
Item 5. Other Information.
Trading Arrangements
During the quarterly period ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Additional Information
None.
23
Item 6. Exhibits.
The following exhibits are filed as part of, or
incorporated by reference into, this Quarterly Report.
No.
Description of Exhibit
2.1†
Business Combination Agreement, as of June 23, 2025, by and among CCCM, Pubco, ProCap, SPAC Merger Sub, Company Merger Sub and Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on June 27, 2025).
2.2
First Amendment to the Business Combination Agreement, dated as of July 28, 2025, by and among CCCM, Pubco, ProCap, SPAC Merger Sub, Company Merger Sub and Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on July 28, 2025).
3.1
Form of Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on September 18, 2025).
3.2
Form of Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on September 18, 2025).
4.1
Warrant Agreement, dated May 15, 2025, by and between CCCM and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on May 20, 2025).
4.2
Form of Warrant Assignment, Assumption and Amendment Agreement, by and among Continental Stock Transfer & Trust Company, as Pubco Public Warrant agent, CCCM and Pubco (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on September 18, 2025).
4.3
Specimen
Warrant Certificate of the Company (incorporated by reference to Exhibit 4.5 to Amendment No. 1 to the Registration Statement on
Form S-4 (File No. 333-290365), filed by the Company on October 20, 2025).
4.4
Form
of Indenture (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-4 (File No. 333-290365), filed by
the Company on September 18, 2025).
10.1
Form of Amended and Restated Registration Rights Agreement, by and among CCCM, Pubco, the Sponsor, and the other parties thereto (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on September 18, 2025).
10.2
Form of Amendment to Insider Letter Agreement, by and among ProCap, CCCM, the Company and the directors and officers of CCCM named therein (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on September 18, 2025)
10.3
Form
of Indemnity Agreement (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 (File No. 333-290365),
filed by the Company on September 18, 2025).
10.4†
Form of Convertible Note Subscription Agreement
by and among ProCap, Pubco, CCCM, and the subscribers thereto (incorporated by reference to Exhibit 10.7 to CCCM’s Current
Report on Form 8-K, filed with the SEC on June 27, 2025).
10.5
Sponsor Support Agreement, dated as of June 23,
2025, by and among CCCM, the Sponsor, and Pubco (incorporated by reference to Exhibit 10.1 to CCCM’s Current Report on Form
8-K, filed with the SEC on June 27, 2025).
10.6
Lock-Up Agreement, dated as of June 23, 2025,
by and between Professional Capital Management and Pubco (incorporated by reference to Exhibit 10.2 to CCCM’s Current Report
on Form 8-K, filed with the SEC on June 27, 2025).
10.7
Non-Competition Agreement, dated as of June 23,
2025, by and among CCCM, ProCap, Pubco and Anthony Pompliano (incorporated by reference to Exhibit 10.3 to CCCM’s Current Report
on Form 8-K, filed with the SEC on June 27, 2025).
10.8
Voting and Support Agreement, dated as of June
23, 2025, by and among Professional Capital Management, ProCap and Pubco (incorporated by reference to Exhibit 10.4 to CCCM’s
Current Report on Form 8-K, filed with the SEC on June 27, 2025).
10.9
Form of Company 2025 Equity Incentive Plan (incorporated by reference to Annex F to the Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on September 18, 2025).
10.10
Form
of Company Collateral Agreement (incorporated by reference to Exhibit 10.22 to Amendment No. 1 to the Registration Statement on Form
S-4 (File No. 333-290365), filed by the Company on October 20, 2025).
24
10.11
Services Agreement, dated as of June
23, 2025, by and between Professional Capital Management and ProCap (incorporated by reference to Exhibit 10.5 to CCCM’s Current
Report on Form 8-K, filed with the SEC on June 27, 2025).
10.12†
Form of Preferred Equity Subscription Agreement,
dated as of June 23, 2025, by and among ProCap, Pubco, CCCM, and certain subscribers party thereto (incorporated by reference
to Exhibit 10.6 to CCCM’s Current Report on Form 8-K, filed with the SEC on June 27, 2025).
10.13+
Employment Agreement effective as of July 25,
2025, by and between ProCap and Jeffrey Park (incorporated by reference to Exhibit 10.23 to Amendment No. 1 to the Registration Statement
on Form S-4 (File No. 333-290365), filed by the Company on October 20, 2025).
10.14+
Amended and Restated Employment Agreement effective
as of October 1, 2025, by and between ProCap and Kyle Wood (incorporated by reference to Exhibit 10.24 to Amendment No. 1 to the
Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on October 20, 2025).
10.15+
Employment Agreement effective as of August 25,
2025, by and between ProCap and Megan Pacchia (incorporated by reference to Exhibit 10.25 to Amendment No. 1 to the Registration
Statement on Form S-4 (File No. 333-290365), filed by the Company on October 20, 2025).
10.16+
Employment Agreement effective as of October 17,
2025, by and between ProCap and Anthony Pompliano (incorporated by reference to Exhibit 10.26 to Amendment No. 1 to the Registration
Statement on Form S-4 (File No. 333-290365), filed by the Company on October 20, 2025).
10.17+
Employment Agreement effective as of October 15,
2025, by and between ProCap and Renae Cormier (incorporated by reference to Exhibit 10.27 to Amendment No. 1 to the Registration
Statement on Form S-4 (File No. 333-290365), filed by the Company on October 20, 2025).
31.1
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2
Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS
Inline XBRL Instance Document.*
101.SCH
Inline XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104
Cover Page Interactive Data File (Embedded as Inline XBRL document
and contained in Exhibit 101).*
+
Indicates management contract or compensatory plan.
†
Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
*
Filed herewith.
**
Furnished herewith
25
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
PROCAP FINANCIAL, INC.
Dated: December 11, 2025
By:
/s/ Anthony Pompliano
Name:
Anthony Pompliano
Title:
Chief Executive Officer
(Principal Executive Officer)
Dated: December 11, 2025
By:
/s/ Renae Cormier
Name:
Renae Cormier
Title:
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
26
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.