What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-12-11 · 910 added, 229 removed, 10 unchanged (99% of the section changed)

Financial Statements

PROCAP FINANCIAL, INC.

CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2025

September 30,

TOTAL ASSETS $ -

LIABILITIES AND STOCKHOLDER’S DEFICIT

Accounts payable and accrued expenses 120,374

Promissory note, related party 209,097

Total current liabilities 329,471

TOTAL LIABILITIES $ 329,471

STOCKHOLDER’S DEFICIT

Preferred stock, $ 0.001 par value;

50,000,000 shares authorized;

no shares issued or outstanding as of September 30, 2025 $ -

Common stock, $ 0.001 par value;

550,000,000 shares authorized;

1 issued and outstanding as of September 30, 2025 -

Accumulated deficit ( 329,471 )

Total stockholder’s deficit ( 329,471 )

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT $ -

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

PROCAP FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended

For the period from

June 17, 2025

September 30,

Operating expenses

General and administrative $ 319,048 $ 329,471

Loss from operations ( 319,048 ) ( 329,471 )

Net loss $ ( 319,048 ) $ ( 329,471 )

Weighted average number of shares of common stock outstanding, basic and diluted 1 1

Basic and diluted net loss per share of common stock $ ( 319,048 ) $ ( 329,471 )

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

PROCAP FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S

FINANCIAL, INC.

CONSOLIDATED BALANCE SHEETS

thousands, except per share data)

and Cash equivalents

expenses and other assets, current

current assets

expenses, non-current

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

securities liabilities

liability, current

current liabilities

liability, non-current

feature liability - Convertible Notes

STOCKHOLDERS’

Preferred stock;

Total Stockholder’s

Balance, June 17, 2025 (inception) - $ - - $ - $ - $ -

Issuance of Common stock - - 1 - - -

Net loss - - - - ( 10,423 ) ( 10,423 )

Balance, June 30, 2025 - - 1 - ( 10,423 ) ( 10,423 )

Net loss - - - - ( 319,048 ) ( 319,048 )

Balance, September 30, 2025 - $ - 1 $ - $ ( 329,471 ) $ ( 329,471 )

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

PROCAP FINANCIAL, INC.

50,000,000 authorized shares;

no shares issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock;

550,000,000 authorized

shares issued and 82,056,573

shares outstanding as of March 31, 2026, 85,166,604

shares issued and 84,327,208

shares outstanding as of December 31, 2025

Treasury stock, at

shares and 839,396

shares as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

stockholders’ equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FINANCIAL, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

thousands, except per share data)

and administrative

from operations

income (expense):

in fair value of digital assets

in fair value of Convertible Notes conversion feature

loss on put option liability

on extinguishment of debt

and dividend income

loss before taxes

$ ( 107,759 )

average number of shares of common stock outstanding, basic and diluted

loss per common stock, basic and diluted

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FINANCIAL, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

thousands, except per share data, unaudited)

Stockholders’

December 31,2025

of treasury stock

( 2,667,056 )

Issuance of restricted stock, net of withholding taxes

March 31, 2026

( 3,506,452 )

$ ( 136,735 )

( 3,506,452 )

$ ( 136,735 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FINANCIAL, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JUNE 17, 2025 (INCEPTION)

THROUGH SEPTEMBER 30, 2025

For the period from

June 17, 2025

(inception) through

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss $ ( 329,471 )

Adjustments to reconcile net loss to net cash used in operations:

Changes in operating assets and liabilities:

Accounts payable 120,374

Due to related party 100,423

CASH USED IN OPERATING ACTIVITIES ( 108,674 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from promissory note - related party 108,674

CASH PROVIDED BY FINANCING ACTIVITIES 108,674

NET CHANGE IN CASH -

Cash, beginning of period -

Cash, end of period $ -

Supplemental disclosure of non-cash activities:

Conversion of due to related party to a promissory note, related party $ 100,423

Supplemental disclosure of cash flow information:

Cash paid for income taxes $ -

Cash paid for interest $ -

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

PROCAP FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Description of Business

Procap Financial, Inc., together with its subsidiaries (collectively, the “Company”, “PubCo”) was incorporated in Delaware on June 17, 2025 .

The Company was formed to be the surviving company in connection with the Business Combination Agreement, as disclosed in Note 5.

The Company has two wholly-owned subsidiaries, Crius Meger Sub, LLC and Crius SPAC Merger Sub Inc.

The Company and its subsidiaries have no principal operations or revenue producing activities.

Liquidity and Going Concern

For the period from June 17, 2025 (inception) through September 30, 2025, the Company has not generated revenue and reported a net loss of $ 329,471 .

As of September 30, 2025, the Company had no cash and a net working capital deficit of $ 329,471 .

The Company assesses its liquidity in terms of its ability to generate adequate amounts of cash to meet current and future needs.

Its expected primary uses of cash on a short and long-term basis are for working capital requirements, business acquisitions and other liquidity needs.

The Company’s management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the business operations and the development of market and strategic relationships with other businesses.

The Company’s future capital requirements will depend on many factors.

In order to finance these opportunities, the Company will need to raise additional financing.

While there can be no assurances, the Company intends to raise such capital through issuances of additional common stock.

If additional financing is required from outside sources, the Company may not be able to raise such capital on terms acceptable to the Company or at all.

If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern , management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these consolidated financial statements are available to be issued.

thousands, unaudited)

For the three

March 31, 2026

FLOWS FROM OPERATING ACTIVITIES

$ ( 107,759 )

to reconcile net loss to net cash used in operations:

in fair value of digital assets

loss on put option liability

of right-of-use asset

on extinguishment of debt

in fair value of Convertible Notes conversion feature

based compensation

of discount and debt issuance costs on Convertible Notes

in operating assets and liabilities:

expenses and other current assets

payable and accrued expenses

USED IN OPERATING ACTIVITIES

FLOWS FROM INVESTING ACTIVITIES

of digital assets

of fixed assets

USED IN INVESTING ACTIVITIES

FLOWS FROM FINANCING ACTIVITIES

of Convertible Notes

from derivative securities

of derivative securities

paid on RSU vesting

of treasury stock

USED IN FINANCING ACTIVITIES

CHANGE IN CASH

cash equivalents and restricted cash, beginning of period

cash equivalents and restricted cash, end of period

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FINANCIAL, INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except share, per share data , Bitcoin, and per Bitcoin data )

in 2025, ProCap Financial, Inc., together with its subsidiaries (collectively, the “Company” or “ProCap”), is

a U.S.-based modern finance company.

The Company’s mission is to help independent investors make money.

The Company initially launched

with Bitcoin-focused media products and Bitcoin holdings on its corporate balance sheet.

believes that Bitcoin represents a superior long-term store of value and a viable alternative to traditional fiat-based reserve assets

and that Bitcoin will play an increasingly important role as a reserve asset for individuals, corporations, and governments worldwide.

A key objective of the 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 its mission.

To support its operations, the Company has initiated its plan to accumulate and hold Bitcoin as a long-term treasury reserve asset.

Company’s business is also built upon a foundational belief that advances in artificial intelligence (“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 its operating model.

In 2026, the Company added strategies related to the use of AI and automation to support the development and delivery of financial

products and services, including the launch of ProCap Insights and the acquisition of CFO Silvia, Inc, a Delaware corporation

(“CFO Silvia”) in April 2026.

See Note 15 for further details relating

to the transaction.

The Company launched ProCap Insights, the first

agentic research platform in finance, in April 2026.

Leveraging the latest AI technology, ProCap aims to deliver institutional-grade research

to help independent investors make more informed investment decisions.

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 financial account integrations, including brokerage accounts,

retirement accounts, crypto currency wallets, real estate valuation services, and alternative investment platforms, to deliver users

a consolidated, real-time view of their net worth, holdings and liabilities.

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

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.

December 5, 2025, the Company completed a business combination with Columbus Circle Capital Corp I (“CCCM”), a special purpose

acquisition company, resulting in the Company becoming a publicly traded entity.

The transaction was accounted for as a reverse recapitalization

in accordance with U.S.

The Company deemed to be the accounting acquirer based on Accounting Standard Update No.

Business Combinations

(Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which

we early adopted.

connection with the transaction:

ProCap equity holders received an aggregate of approximately 74.6 million shares of the Company’s

common stock (after applying the exchange ratio, including preferred unit conversion).

shareholders received approximately 10.6 million shares, after significant redemptions.

common shares outstanding immediately following the transaction were approximately 85.2 million.

proceeds from the transaction were approximately $ 12.2 million, after redemptions and transaction

a result of the reverse recapitalization:

historical financial statements of ProCap became those of the Company.

prior-period equity amounts and share counts have been retroactively restated to reflect

the exchange ratio established in the transaction.

Additionally,

previously issued public and private placement warrants of CCCM remained outstanding and became warrants of the Company.

Liquidity and Capital Resources

of March 31, 2026, the Company had $ 25,964 in cash and cash equivalents and working capital of $ 25,466 .

the three months ended March 31, 2026, the Company reported a net loss of $ 107,759 .

This net loss was primarily driven by factors that

are inherently volatile and subject to market conditions, including:

losses related to Bitcoin holdings due to fluctuations in the market price of Bitcoin;

and administrative expenses associated with operating as a public company and stock-based compensation expense.

digital assets and derivative instruments are measured at fair value, the Company’s results of operations may fluctuate significantly

from period to period, as discussed further in “Note 4”.

of March 31, 2026, the Company had an aggregate of $ 99,600 of principal of Convertible Notes outstanding.

(See Note 7).

on the cash and cash equivalents balance of $ 25,964 as of March 31, 2026, and fair value of the Company’s Bitcoin holdings of $ 372,277 ,

the Company has determined that the Company’s sources of liquidity will be sufficient to meet the Company’s needs for the

one-year period from the issuance of these unaudited condensed consolidated financial statements.

Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All significant intercompany transactions and balances have been eliminated in consolidation.

Basis of Presentation

The accompanying consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of the Company’s management, are necessary to present fairly the financial position, results of operations, and cash flows for the period presented in accordance with GAAP.

References to GAAP issued by FASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”).

The consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods.

Accordingly, they do not include all of the information and disclosures required by U.S.

GAAP for a complete set of financial statements.

The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year.

The consolidated financial statements have been prepared assuming the Company will continue as a going concern.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate is the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which could change in the near term due to one or more future confirming events.

of Presentation

accompanying condensed unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles

generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Rule 8-03 of Regulation

Accordingly, the condensed unaudited consolidated financial statements may not include all of the information and notes required

by GAAP for audited financial statements.

The condensed consolidated balance sheet as of December 31, 2025 included herein was derived

from audited financial statements but does not include all disclosures required by GAAP for complete financial statements.

In the opinion

of the Company’s management, the accompanying condensed unaudited consolidated financial statements contain all adjustments, consisting

of items of a normal and recurring nature, necessary to present fairly the Company’s financial position as of March 31, 2026, the

results of its operations for the three months ended March 31, 2026, cash flows for the three months ended March 31, 2026, and stockholders’

equity for the three months ended March 31, 2026.

The results of operations for the three months ended March 31, 2026 are not necessarily

indicative of the results to be expected for the full year.

The preparation of condensed consolidated financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, and related disclosures,

as of the date of the financial statements, and the amounts of revenues and expenses reported during the period.

Actual results could

differ from estimates.

The accompanying condensed unaudited consolidated financial statements should be read in conjunction with the

Company’s audited consolidated financial statements and the accompanying notes for the year ended December 31, 2025.

Reclassification

prior-period amounts have been reclassified to conform to the current-period presentation in the unaudited condensed consolidated financial

statements and accompanying notes.

Specifically, amounts previously presented in “Other current assets” have been reclassified and combined

with “Prepaid and other current assets” to align with the current-year balance sheet presentation.

No other reclassifications were made.

These reclassifications did not have a material impact on the Company’s unaudited condensed consolidated financial statements,

related disclosures, or prior-period results.

of Consolidation

accompanying unaudited condensed consolidated financial statements include the accounts of ProCap Financial, Inc.

and the Company’s

wholly-owned subsidiaries.

All intercompany transactions have been eliminated upon consolidation of these entities.

preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires management to

make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate is the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which could change in the near term

due to one or more future confirming events.

Significant accounting estimates include valuations of derivative liabilities and the valuations

of share-based awards.

Accordingly, the actual results could differ significantly from those estimates.

There were no significant estimates for the period from June 17, 2025 (inception) through September 30, 2025.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution and notes receivable.

Cash accounts in a financial institution may at times exceed the Federal Depository Insurance Corporation limit.

There was no cash at September 30, 2025.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents.

The Company did not have any cash or cash equivalents as of September 30, 2025.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

Diluted net loss per share is computed by giving effect to all potential shares of common stock, including preferred stock and convertible notes, to the extent dilutive.

There were no potential diluted common stock equivalents for the period from June 17, 2025 (inception) through September 30, 2025.

Segment Information

ASC 280, “Segment Reporting” (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company operates as a single operating segment.

The Company’s CODM is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources.

The CODM uses cash flows as the primary measure to manage the business and does not segment the business for internal reporting or decision making.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and the measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Pronouncements:

Recent Accounting Pronouncements, not yet adopted:

ASU 2024-03, “Disaggregation of Income Statement Expenses (“DISE”)” (“ASU 2024-03”) requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosure about selling expenses.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this ASU on its consolidated financial statements and disclosures.

Stockholder’s Deficit

Preferred stock — The Company is authorized to issue 50,000,000 shares of preferred stock with $ 0.001 par value.

As of September 30, 2025, there were no shares of preferred stock issued and outstanding.

Each share of preferred stock entitles the holder to one vote.

Common stock — The Company is authorized to issue 550,000,000 shares of common stock with $ 0.001 par value.

As of September 30, 2025, there was 1 share of common stock issued and outstanding which was issued as the initial contribution for a nominal amount.

280, “Segment Reporting” (“ASC 280”), defines operating segments as components of an enterprise where

discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”)

in deciding how to allocate resources and in assessing performance.

The Company operates as a 1 single

operating segment managed on a consolidated basis.

The Company’s CODM is the Chief Executive Officer, who has ultimate responsibility for the operating

performance of the Company and the allocation of resources.

The CODM uses net loss as the primary measure to manage the business

and does not segment the business for internal reporting or decision making.

Significant segment expenses are consistent with those presented on the condensed consolidated statement of operations

and total segments assets are consistent with total assets presented on the condensed consolidated balance sheets.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, restricted cash,

The Company maintains its cash, cash equivalents, restricted cash, and Bitcoin with major financial institutions and reputed

Bitcoin custodians.

The Company’s cash consists of accounts held within financial institutions which, at times, may exceed federally

insured limits.

The cash balance in excess of the federally insured limits was $ 25,714

as of March 31, 2026, including cash accounts held through

Bitcoin custodians, Anchorage Digital Bank, N.A., and BitGo Trust Company, which totaled $ 4 .

Our Bitcoin is held offline in cold storage with multiple third-party providers.

As of March 31, 2026, approximately 60 %

of our Bitcoin was held at Anchorage Digital Bank, N.A., and approximately 40 %

of our Bitcoin was held at BitGo Trust Company.

The Company has historically not experienced any losses on its cash and investments in

relation to federally insured limits.

and Cash Equivalents

Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents.

Company classifies cash as restricted cash when it is held in a separate bank account and its withdrawal or general use is legally restricted,

or when a portion of cash is designated as collateral.

The Company had restricted cash of $ 0 and $ 149,885 as of March 31, 2026 and December

31, 2025, respectively.

plant and equipment are stated at cost, less accumulated depreciation.

Betterments, renewals, and extraordinary repairs that materially

extend the useful life of the asset are capitalized;

other repairs and maintenance charges are expensed as incurred.

The Company includes

equipment, furniture and fixtures, and leasehold improvements in fixed assets, net.

Company’s depreciation expense is calculated using the straight-line method over the estimated useful lives of the related assets,

which results in depreciation being incurred evenly over the life of an asset.

Fully depreciated assets are retained in property and

accumulated depreciation accounts until they are removed from service.

Company includes in prepaid expenses payments made in advance for goods and services for which the Company will receive a future benefit.

Prepaid expenses are recorded at cost and are expensed over the period in which the benefit is realized.

value measurement

Company’s financial assets and liabilities are accounted for in accordance with FASB ASC Topic 820, Fair Value Measurements

and Disclosures (“ASC 820”) which defines fair value as the exchange price that would be received for an asset or paid

to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction

between market participants on the measurement date.

The fair value hierarchy requires an entity to maximize the use of observable inputs

when measuring fair value and classify those inputs into three levels:

1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities.

2 — Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly

or indirectly.

3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market

Unobservable inputs require significant management judgment or estimation.

In some cases, the inputs used to measure an

asset or a liability may fall into different levels of the fair value hierarchy.

In those instances, the fair value measurement is

required to be classified using the lowest level of input that is significant to the fair value measurement.

Such determination

requires significant management judgment.

a result of the adoption of ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and

Disclosure of Crypto Assets (“ASU 2023-08”), the Company accounts for its qualifying crypto assets within the scope of ASC

Accordingly, such crypto assets are measured at fair value at each reporting date.

fair value of the Company’s digital assets is determined using the period-end closing price quoted on Coinbase, an active market,

in accordance with ASC 820, Fair Value Measurement.

Because digital asset markets operate on a continuous, 24-hour basis, the Company

uses the price as of 23:59:00 UTC Coordinated Universal Time (UTC) as of the reporting date.

Quoted prices for identical digital assets

in active markets represent Level 1 inputs in the fair value hierarchy.

in the fair value of digital assets are recognized as a change in fair value of digital assets within other income (expense) in the

unaudited condensed consolidated statement of operations.

When the Company sells digital assets, realized gains or losses are

measured as the difference between the cash proceeds received and the carrying value of the digital assets sold, as determined using

the first-in, first-out method.

Realized gains and losses are recorded in realized gain or loss on sale of digital assets in the

unaudited condensed consolidated statement of operations.

Company’s current treasury strategy is to retain Bitcoin as its primary treasury reserve asset.

Based on this strategy, the

Company classifies its digital assets as non-current assets on the unaudited condensed consolidated balance sheet.

The Company held

its Bitcoin with third-party custodians, consisting of approximately 3,300

Bitcoin as of March 31, 2026 and December 31 2025 respectively, with Anchorage Digital Bank, N.A.

and approximately 2,157

Bitcoin held with BitGo Trust Company, Inc.

as of March 31, 2026 and December 31, 2025 respectively.

The Company retains control

over the underlying digital assets held with these custodians.

Payable and Accrued Expenses

Company’s payables and accrued expenses result primarily from the administration of the Company.

The Company records accounts payable

upon receipt of a vendor invoice.

Accrued expenses are recognized when incurred, not when paid, to accurately reflect expenses within

the period they relate to, ensuring proper matching under accrual basis accounting.

Recognition Policy

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”).

Revenue is recognized

when control of promised services is transferred to customers in an amount that reflects the consideration to which the Company expects

to be entitled in exchange for those services.

Company typically provides advertising and marketing services through weekly digital media placements, including audio, and social media

advertisements.

Revenue is recognized over time, as the customer simultaneously receives and consumes the benefits of the services as

they are performed (ASC 606-10-25-27(a)).

For contracts in which services are provided evenly over the term of the arrangement, the Company

applies a time-elapsed (straight-line) measure of progress, as this method best reflects the pattern of satisfaction of the performance

payments are typically due upfront or within 30 days of service commencement.

Amounts invoiced and cash received upfront, but not yet

earned, are recorded as deferred revenue until the related services are performed.

evaluates all contracts to determine performance obligations, transaction price, variable consideration (if any), and the existence of

any significant financing components.

The Company does not typically incur incremental costs to obtain contracts;

therefore, no contract

costs are capitalized under ASC 340-40.

receivable represents amounts due from customers for services sold in the ordinary course of business and are initially recorded at the

original invoice amount.

Receivables are reported at net realizable value, net of an allowance for credit losses.

The allowance is estimated

using historical collection data, with uncollectible amounts written off when deemed uncollectable.

As of March 31, 2026, the Company

had no accounts

receivable outstanding.

As of December 31, 2025, accounts receivable totaled $ 45 ,

which were subsequently written off during the three months ended March 31, 2026.

the Company issues convertible debt, it first evaluates the balance sheet classification of the convertible instrument in its entirety

to determine:

(1) whether the instrument should be classified as a liability under ASC 480, and (2) whether the conversion feature should

be accounted for separately from the host instrument.

If it is determined that the conversion feature should be bifurcated from the host

instrument, it is then classified as a derivative liability on the unaudited condensed consolidated balance sheet and marked at fair

value at period-ends, with any changes in its fair value recognized in the unaudited condensed consolidated statement of operations.

Company records the Convertible Notes as a long-term liability at face value net of debt discount and debt issuance costs.

the conditions to the convertibility of the Convertible Notes are satisfied, or the Convertible Notes become due within one year, then

the Company may be required under applicable accounting standards to reclassify the carrying value of the Convertible Notes as a current

issuance costs related to the Convertible Notes were capitalized and are presented net against the balance of the Convertible Notes on

the unaudited condensed consolidated balance sheet.

Debt issuance costs consist of underwriting, legal and other direct costs related

to the issuance of the Convertible Notes.

The debt discount related to the Convertible Notes was capitalized and is presented net against

the balance of the Convertible Notes on the unaudited condensed consolidated balance sheet.

Debt issuance costs and debt discount are

amortized to interest expense over the term of the Convertible Notes using the straight-line method which approximated the effective

interest method using an effective interest rate of approximately 9.0 %.

Company accounts for its stock-based compensation awards in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”).

ASC 718 requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument

and to recognize it as an expense in the unaudited condensed consolidated statement of operations based on their grant award date fair

Stock-based compensation expense is recognized on a straight-line basis over the requisite service period.

Loss Per Share

Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share” which requires

presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities

with complex capital structures and requires a reconciliation of the numerator and the denominator of the basic EPS computation to

the numerator and denominator of the diluted EPS.

Basic net loss per share is computed by dividing net loss by the weighted average

number of common stock par value $ 0.001

(“Common Stock”) outstanding for the period.

It excludes the dilutive effects of any potentially issuable common shares.

Diluted net loss per share is calculated by including any potentially dilutive share issuance in the denominator and potentially dilutive securities are evaluated using the treasury stock metho d or

the if-converted method, as applicable .

For the three

months ended March 31, 2026, all potentially dilutive securities were not included in the calculation of diluted net loss per share

as their effect would be anti-dilutive.

computation of basic and diluted net loss per share for the three months ended March 31, 2026 is as follows:

of Computation of Basic and Dilutive Net Loss Per Share

$ ( 107,759 )

average number of shares of common stock outstanding, basic and diluted

loss per common stock, basic and diluted

As of March 31, 2026, the following potentially dilutive securities were

excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive:

of Computation of Net Loss Per Common Stock

(See Note 10)

Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, which requires an asset and liability

approach to financial accounting and reporting for income taxes.

Deferred tax assets and liabilities are recognized for the estimated

future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and

liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are

established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and the measurement of

tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely

than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since

Company accounts for treasury stock using the cost method in accordance with U.S.

When the Company repurchases its own Common Stock,

the purchase price, including any directly attributable transaction costs, is recorded as treasury stock, a reduction to stockholders’

Treasury shares are not considered outstanding and therefore are excluded from the calculation of earnings per share and dividends.

treasury shares are reissued, the Company uses the average cost of the shares held in treasury to determine the cost basis.

of the reissuance price over the cost of the shares is recorded as an increase to additional paid-in capital.

If the reissuance price

is below cost, the difference is first charged to additional paid-in capital to the extent of previous net gains from treasury stock

any remaining shortfall is recorded as a reduction to retained earnings.

Company does not recognize gains or losses in the unaudited condensed consolidated statement of operations from the purchase, reissuance

or retirement of treasury stock.

If treasury shares are formally retired, the Company reduces Common Stock and additional paid-in capital

based on the original issuance amounts, with any difference between the carrying amount of the treasury shares and the amounts removed

from equity recorded in retained earnings.

Company accounts for leases in accordance with ASC 842, Leases .

At contract inception, the Company determines whether an arrangement

contains a lease based on whether it conveys the right to control the use of an identified asset for a period of time in exchange for

consideration.

(“ROU”) assets represent the Company’s right to use an underlying asset over the lease term, and lease liabilities

represent the Company’s obligation to make lease payments arising from the lease.

ROU assets and lease liabilities are recognized

at the lease commencement date based on the present value of lease payments over the lease term.

liabilities are measured using the present value of fixed lease payments.

The Company uses its incremental borrowing rate at the commencement

date to discount the lease payments, as the rate implicit in the lease is generally not readily determinable.

assets are measured as the initial amount of the lease liability, adjusted for lease prepayments, initial direct costs, and lease incentives

Lease expense for operating leases is recognized on a straight-line basis over the lease term.

Company has elected the short-term lease exemption for leases with an initial term of 12 months or less;

such leases are not recognized

on the balance sheet and lease payments are recognized as expense on a straight-line basis over the lease term.

are presented on the Company’s balance sheet as ROU assets, lease liability, current, and lease liability, non-current.

Cash payments

for operating leases are included in operating activities.

Accounting Pronouncements, recently adopted :

December 2024, the FASB issued ASU No.

2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions

of Convertible Debt Instruments.

This ASU provides guidance on the accounting for induced conversions of convertible debt instruments

and eliminates the current requirement to recognize an expense equal to the fair value of all securities and other consideration transferred

in an induced conversion that is in excess of the fair value of securities issuable pursuant to the original conversion terms.

The amendments

are effective for fiscal years beginning after December 15, 2025, with early adoption permitted.

The adoption of this ASU did not have

a material impact on the Company’s unaudited condensed consolidated financial statements.

July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Simplifications to the Current Expected

Credit Losses Model for Certain Financial Assets.

This ASU introduces a practical expedient that permits entities to estimate expected

credit losses for certain short-term financial assets, including trade receivables and contract assets, based on current conditions without

requiring reasonable and supportable forecasts.

The new guidance is effective for fiscal years beginning after December 15, 2025, including

interim periods within those fiscal years, with early adoption permitted.

The adoption of this ASU did not have a material impact on

the Company’s unaudited condensed consolidated financial statements.

Accounting Pronouncements, not yet adopted :

November 2024, the FASB issued (“ASU 2024-03”), “Income Statement-Reporting Comprehensive Income-Expense Disaggregation

Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities

to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December

15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently

adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Digital Assets

following table sets forth the units held, cost basis and fair value of crypto assets held, as shown on the balance sheet as of March

31, 2026 and December 31, 2025, respectively:

of Significant Digital Assets Holdings

of March 31, 2026

of December 31, 2025

following table presents a reconciliation of the fair values of the Company’s digital assets as of March 31, 2026 based on the

fair value model under ASU 2023-08:

of Reconciliation of digital assets

assets fair value as of December 31, 2025

of digital assets

unrealized loss on digital assets

assets fair value as of March 31, 2026

vast majority of the Company’s assets are concentrated in its Bitcoin holdings.

Bitcoin is a digital asset, which is a novel asset

class that is subject to significant legal, commercial, regulatory and technical uncertainty.

Holding Bitcoin does not generate any cash

flows and involves custodial fees and other costs.

Additionally, the price of Bitcoin has historically experienced significant price

volatility, and a significant decrease in the price of Bitcoin would adversely affect the Company’s financial condition and results

of operations.

The Company’s strategy of acquiring and holding Bitcoin also exposes it to counterparty risks with respect to the

custody of its Bitcoin, cybersecurity risks, and other risks inherent to holding a digital asset.

In particular, the Company is subject

to the risk that, if its private keys with respect to its digital assets are lost or destroyed or other similar circumstances or events

occur, the Company may lose some or all of its digital assets, which could materially adversely affect the Company’s financial

condition and results of operations.

Prepaid Expenses and Other Current Assets

expenses and other current assets consisted of the following:

of Prepaid Expenses and Other Current Assets

expenses and other assets:

expenses - current

current assets

prepaid expenses and other assets - current

expenses - non-current

Fixed Assets, net

assets consist of the following:

of Fixed Assets

and equipment

accumulated depreciation

fixed assets, net

the three months ended March 31, 2026, the Company recognized straight-line depreciation expense of $ 39 .

Long-Term Debt

net carrying value of the Company’s outstanding debt consisted of the following, as of :

of Outstanding Debt

Notes due 2028

issuance costs, net (2)

(1) Discount as of

March 31, 2026 consisted of $ 7,050 of original issue discount and $ 4,629 for the initial fair value of the embedded derivative, less

accumulated amortization of $ 893 and gain on debt modification of $ 6,355 .

(2) Debt issuance costs

as of March 31, 2026 consisted of $ 9,683 in debt issuance costs, less accumulated amortization of $ 741 and gain on debt modification

Management determined

the fair value of the Convertible Notes due 2028 as of March 31, 2026 and December 31, 2025 were $ 99,469 and $ 225,671 , respectively, based

on an implied Cost of Debt Capital of 0.05 % (Level 3 input).

A change in those inputs to a different amount might result in a significantly

higher or lower fair value measurement.

table below reflects the principal amount of loan maturities due over the next five years as of March 31, 2026:

of Loan Maturities

Loan Maturities Fiscal Year

Convertible Notes

table below presents the disaggregation of interest expense for the period March 31, 2026:

of Disaggregation of Interest Expense

For the three

discount amortization

issuance cost amortization

Convertible Notes have a conversion rate of 76.9

shares per $ 1,000

equal to an approximately $ 13.00

conversion price, zero

interest rate, maturity of up to 36

months, and are collateralized by certain Bitcoin assets.

Under the indenture associated with the Convertible Notes, the Company

must maintain at all times a 1.0:1.0 (loan-to-collateral ratio compliance level) times collateralization of the Convertible Notes

using a mix of Bitcoin (with Bitcoin being valued at 50% for collateral calculation purposes), and cash and cash equivalents (with

cash and cash equivalents being valued at 100% for collateral calculation purposes).

This note has an effective interest rate of 9.09 %.

Bank Trust Company, National Association serves as

collateral agent and trustee with regard to the Convertible Notes and associated indenture and security agreements.

March 31, 2026, the Company had 3,300

Bitcoin on deposit, of which only 2,929

Bitcoin were required to be used as collateral, at Anchorage Digital Bank, N.A as collateral for the Convertible Notes.

retains sole discretion and control over Bitcoin held as collateral.

Lenders have no rights to sell, pledge and re-hypothecate this

Convertible Note investor may, at its option, convert each $ 1,000 principal amount of their Convertible Note into a number of shares

of Common Stock equal to the conversion rate in effect on the conversion date, cash, or a combination of Common Stock and cash at any

time from the issue date until the close of business on the second scheduled trading date immediately before the maturity date.

conversion of the Convertible Notes meets the criteria for bifurcation and is recognized as a separate derivative instrument.

an event of default occurs, then the principal amounts on all the Convertible Notes then outstanding will immediately become due and

February 9, 2026, the Company entered into privately negotiated note repurchase agreements (the “Repurchase Agreements”)

with certain Noteholders (the “Noteholders”) of its outstanding Convertible Notes (the Repurchase).

Pursuant to the Repurchase

Agreements, the Company agreed to repurchase $ 135,400 in aggregate principal amount of the Convertible Notes for an aggregate cash purchase

price of $ 119,152 .

The outstanding principal balance of the Convertible Notes after the Repurchase was $ 99,600 .

accordance with ASC 470-50, Debt - Modifications and Extinguishments, the Company evaluated the Repurchase and determined that

it represents a debt extinguishment.

Accordingly, upon settlement, the Company derecognized a portion of the unamortized debt issuance

costs, debt discount and conversion feature derivative liability associated with the extinguished portion of the debt.

The Company recognized

a net gain on extinguishment of debt of $ 5,933 recorded in other income (expense) in the Company’s unaudited condensed consolidated

statement of operations for the three months ended March 31, 2026.

following table summarizes the net gain on the extinguishment of debt:

of Gain on Extinguishment of Debt

extinguishment

of the net carrying amount of the repurchased Convertible Notes

Derecognition

of debt discount

Derecognition

of debt issuance costs

Derecognition

of conversion feature derivative liability

Company accounted for the cash payment as a financing activity in its unaudited condensed consolidated statement of cash flows.

Fair Value Measurements

following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis and

the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of March 31, 2026 and December

Schedule of Assets and Liabilities Measured at Fair Value

value measured at March 31, 2026

fair value at

March 31, 2026

prices in active markets

other observable inputs

feature liability - Convertible Notes

value measured at December 31, 2025

fair value at

December 31, 2025

prices in active markets

other observable inputs

securities liabilities

feature liability - Convertible Notes

determining the fair value of its Bitcoin investments, the Company uses quoted prices as determined by utilizing Coinbase closing prices

at 23:59:00 UTC on the last day of the reporting period.

As such, the Company’s digital assets were determined to be Level 1 assets.

Feature Liability - Convertible Notes

determining the fair value of Conversion Feature Liability, the Company utilized the Black-Scholes pricing model which is considered

to be Level 3 liability.

The key inputs are presented in the table below:

of Key Input Measurement For Fair Value

March 31, 2026

December 31, 2025

(as a percentage)

term (in years)

rate (as a percentage)

following table presents a roll-forward of the Convertible Note Conversion Feature Liability as of March 31, 2026:

of Roll Forward Convertible Notes

feature derivative liability

at December 31, 2025

on debt extinguishment

in fair value

at March 31, 2026

Securities Liabilities

quoted market prices are not available, fair value is determined using a market-participant-based option pricing model.

The Company utilizes

a Black-76 valuation model to determine the fair value of BTC put options leveraging calibrated Bitcoin forward curves and volatility

surfaces daily at 4:00 PM ET using executable bid-offer prices and futures data sourced from Deribit by Coinbase.

These calibrated inputs

are applied across option strikes and maturities to derive fair-market pricing.

following table presents a roll-forward of the derivative securities liability as of March 31, 2026:

of Roll Forward Derivative Liability, Put Option

value as of December 31, 2025

of derivative securities

loss on put option liability

value as of March 31, 2026

December 2025, the Company sold Bitcoin put option contracts covering 630 Bitcoin, all of which expired unexercised in January 2026.

the three months ended March 31, 2026, the Company entered into multiple Bitcoin put option contracts with a single counterparty.

Company sold put options with an aggregate notional amount of up to 900 Bitcoin, with contractual strike prices ranging from $70,000

to $80,000 per Bitcoin and expiration dates in February and March 2026.

The Company received aggregate option premiums of $ 889 related

to put option contracts entered into during this period.

The Bitcoin put option contracts were not designated as hedging instruments.

February 2026, put option contracts covering an aggregate of 450 Bitcoin were exercised.

Upon exercise, the Company purchased the underlying

Bitcoin at the applicable contractual strike prices for an aggregate purchase price of $ 35,953 .

The acquired Bitcoin was recorded at

cost in accordance with the Company’s accounting policy for digital assets.

February and March 2026, the Company unwound two Bitcoin put option contracts covering an aggregate of 450 Bitcoin prior to expiration.

As a result of these unwind transactions, the Company recognized a loss of $ 1,342 , which was included within Realized loss on put option liability in the condensed consolidated statement of operations.

of March 31, 2026, the Company had no outstanding Bitcoin put option contracts.

As of December 31, 2025, the Company had outstanding

Bitcoin put option contracts with a fair value of $ 428 .

See Note 7 Long-Term Debt for fair value disclosures related to the Company’s Convertible Notes due 2028.

Stockholders’ Equity

stock — The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $ 0.001 per share (the “Preferred Stock”).

As of March 31, 2026 and December 31, 2025, there

were no shares of Preferred Stock issued and outstanding.

Stock — The Company is authorized to issue 550,000,000 shares of Common Stock with a par value of $ 0.001 per share.

85,563,025 shares of Common Stock issued 82,056,573 shares outstanding as of March 31, 2026, and 85,166,604 shares of Common Stock issued

and 84,327,208 shares of Common Stock outstanding as of December 31, 2025.

Each share of Common Stock entitles the holder to one vote.

December 9, 2025, the board of directors of the Company (the “Board”) approved a share repurchase program (the

“2025 Repurchase Program”) providing for the repurchase of up to $ 100

million of the Company’s outstanding shares of Common Stock.

Under the 2025 Repurchase Program, the Company is authorized to

repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, accelerated share repurchases,

or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule

10b-18 of the Exchange Act.

The 2025 Repurchase Program does not obligate us to repurchase shares of Common Stock and the specific

timing and amount of repurchases will vary based on available capital resources and other financial and operational performance

metrics, market conditions, securities law limitations and other factors.

In connection with the 2025 Repurchase Program, on December 12, 2025, the

Company entered into an Open Market Share Repurchase Agreement (the “Repurchase Agreement”) with TD Securities Inc.

(the “Broker”)

whereby the Broker has agreed to act as a non-exclusive agent on behalf of us to repurchase shares of Common Stock in the open market

pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act.

The Repurchase Agreement will continue in effect until terminated by either

the Company or the Broker, with or without cause, upon written notice to the other party.

The Company will pay the Broker a commission

at a rate of $0.01 for each share of Common Stock repurchased pursuant to the Repurchase Agreement.

the quarter ended March 31, 2026, the Company repurchased 2,667,056 shares of Common Stock in the open market for approximately $ 8.0 million including

commissions, at an average price of $ 3.00 per share.

$ 89 million remains under the approved 2025 Repurchase Program.

stock — The Company had treasury stock of 3,506,452 shares and 839,396 shares as of March 31, 2026 and December 31, 2025, respectively.

Share-Based Compensation

October 29, 2025, the Board adopted, and the Company’s stockholders approved

the ProCap Financial, Inc.

2025 Equity Incentive Plan (the “2025 Equity Plan”) whereby it may grant to employees, consultants

or non-employee directors an award, such as (1) options and stock appreciation rights, (2) performance stock, (3) performance stock units,

(4) restricted stock, and (5) restricted stock units of the Company.

aggregate number of shares which may be issued or transferred under the plan is equal to the sum of (i) 10% of the shares

outstanding post-closing of the business combination with Columbus Circle Capital Corp.

I and (ii) an annual increase on the first

day of each year beginning in 2026 and ending in (and including) 2035 equal to the lesser of (A) 5% of the shares outstanding on the

last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Board or the

compensation committee of the Board.

of March 31, 2026, the Company issued restricted stock units (“RSUs”) under the 2025 Equity Plan.

Each RSU entitles the recipient

to one share of the Company’s Common Stock upon vesting.

The Company measures the grant date fair value of RSUs based on the nature

of the vesting conditions.

RSUs subject only to service-based vesting conditions, fair value is measured using the stock price on the grant date of $ 2.62 .

For the three months ended March 31, 2026, the Company granted an aggregate of 1,659,542 RSUs to certain employees with a total

grant-date fair value of $ 4,348 .

These awards vest quarterly over a 12-month service period, subject to continued employment.

RSUs subject to performance-based vesting conditions, including market-based share price targets, grant date fair value is determined

using a Monte Carlo valuation model which incorporates assumptions regarding volatility of 60 %, risk-free interest rate of 3.9 %, expected

term of 7 years, and stock price of $ 4.36 to calculate the probability of achieving the specified performance conditions, consistent

with ASC 718.

Performance-based RSUs will be forfeited to the extent any outstanding portion of the award remains unvested as

of the seventh anniversary of the date of the grant of the award or upon the employee’s termination of employment for any such

RSUs subject to market-based share price targets will be eligible to vest upon the achievement of the following share price vesting

conditions as long as the employee remains employed by the Company through the date in which the share price vesting condition is satisfied

for any five continuous business days where a share of Common Stock of the Company closes at or above the applicable share prices below:

of Restricted Stock Unit

of RSUs eligible to vest

table below presents the summary of activity with respect to, and status of restricted stock units for the three months ended March 31,

of Activity Restricted Stock Units

Grant Date Value

as of December 31, 2025

as of March 31, 2026

of March 31, 2026, there were 9,097,214

restricted stock units unvested and outstanding.

31, 2026, unrecognized compensation cost related to the grant of restricted stock units was $ 19,398

and had a remaining vesting period of approximately 0.35

years to 2.87

Stock-based compensation expense related to RSUs

recognized during the three months ended March 31, 2026 was $ 3,540

and is included in the accompanying unaudited condensed consolidated

statements of operations.

The Company’s effective tax rate for the three months ended March 31, 2026 was approximately ( 0.18 ) %.

The effective

tax rate differed from the U.S.

federal statutory tax rate primarily due to the impact of the valuation allowance recorded against deferred

The Company evaluates the realizability of deferred tax assets on a quarterly basis and records a valuation allowance

when it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized.

As of March 31, 2026, the Company

maintained a valuation allowance against certain deferred tax assets based on management’s assessment of available positive and

negative evidence.

The Company files income tax returns in the United States federal jurisdiction and various state jurisdictions and

remains subject to examination by applicable taxing authorities for all tax years since inception.

There are currently no federal or state

income tax examinations in process.

The Company recognizes the effect of income tax positions only if those positions are more-likely-than-not to be sustained

upon examination by the applicable taxing authorities.

As of March 31, 2026 and December 31, 2025, the Company had no unrecognized tax

benefits and had not accrued any interest or penalties related to uncertain tax positions.

Commitments and Contingencies

Business Combination Agreement

On June 23, 2025 (the “Effective Date”), Columbus Circle Capital Corp I, a Cayman Islands exempted company (“CCCM”), the Company, Crius SPAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Company Merger Sub”), ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”) and Inflection Points Inc d/b/a Professional Capital Management, a Delaware corporation (the “Seller”), entered into a business combination agreement (the “Business Combination Agreement” and, together with the Convertible Note Financing (as defined below), the Preferred Equity Investment (as defined below) and other transactions contemplated by the Business Combination Agreement, the “Proposed Transactions”).

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, (i) at least one business day prior to the closing (the “Closing”) of the Proposed Transactions, CCCM will de-register from the Register of Companies in the Cayman Islands by way of continuation and re-register in the State of Delaware so as to become a Delaware corporation (the “Conversion”), and (ii) upon the Closing, (x) SPAC Merger Sub will merge with and into CCCM, with CCCM continuing as the surviving entity (the “SPAC Merger”), and each outstanding security of CCCM immediately prior to the effective time of the SPAC Merger shall automatically be cancelled in exchange for the right to receive substantially equivalent securities of the Company, and (y) Company Merger Sub will merge with and into ProCap BTC, with ProCap BTC continuing as the surviving entity (the “Company Merger”, and together with SPAC Merger, the “Mergers”), and with the members of ProCap BTC (the “ProCap Holders”) receiving, in exchange for their membership interests in ProCap BTC, shares of common stock, par value $ 0.0001 per share, of the Company (“Pubco Stock”), including certain adjustment shares of Pubco Stock as described below.

As a result of the Business

Combination, CCCM and ProCap BTC will become wholly-owned subsidiaries of the Company, and the Company will become a publicly traded company, all in accordance with applicable law and upon the terms and subject to the conditions set forth in the Business Combination Agreement.

Pursuant to the Business Combination Agreement, the Company issued 85,166,604 shares of Pubco Stock and 12,852,478 Pubco Warrants.

As consideration for the Company Merger, Seller, the holder of all of the common units of ProCap BTC (the “Common Units”), will receive a number of shares of Pubco Stock equal to:

(i) 10,000,000 , plus (ii) fifteen percent ( 15 %) of the Adjustment Shares (as defined below) (such shares, the “Common Merger Consideration Shares”).

As consideration for the Company Merger, holders of the preferred units (the “Preferred Units”) of ProCap BTC (the “Preferred Unit Holders”) will receive an aggregate number of shares of Pubco Stock equal to:

(i) the product of (A) the number of Preferred Units outstanding immediately prior to the Company Merger multiplied by (B) 1.25 plus (ii) eighty five percent ( 85 %) of the Adjustment Shares (the “Preferred Merger Consideration Shares” and together with the Common Merger Consideration Shares, the “Merger Consideration Shares”).

Each Preferred Unit Holder shall receive its pro rata share of the Preferred Merger Consideration Shares, based on the number of Preferred Units owned by such Preferred Unit Holder immediately prior to the Closing.

The “Adjustment Shares” refer to a number of shares of Pubco Stock equal to (i) the product of (A) (I) the quotient obtained by dividing (x) the price of one Bitcoin as determined by the average of the CME CF Bitcoin Reference Rate — New York Variant (the “Reference Rate”) for the ten (10)-day period ending on the third (3rd) business day prior to the Closing Date (the “Closing Bitcoin Price”), subject to a maximum price of $ 200,000 by (y) the time weighted average price for the period of time during which the Purchased Bitcoin (as defined below) was acquired (the “Signing Bitcoin Price”) (II) minus 1, multiplied by (B) $ 516.5 million, divided by (ii) $ 10.00 .

ProCap BTC agreed to purchase bitcoin using the gross proceeds of the Preferred Equity Investment within fifteen ( 15 ) days following the Effective Date (the “Purchased Bitcoin”), and such Purchased Bitcoin shall be placed into a custody account in accordance with a custody agreement by and between ProCap BTC and Anchorage Digital Bank, N.A., as custodian.

Sponsor Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, CCCM entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with the Columbus Circle I Sponsor Corp LLC, a Delaware limited liability company (the “Sponsor”) and the Company, pursuant to which, among other things, the Sponsor agreed to (i) vote its Class A ordinary shares and Class B ordinary shares of CCCM (collectively, the “Ordinary Shares”) in favor of the Proposed Transactions and each of the CCCM Shareholder Approval Matters;

(ii) vote its Ordinary Shares against any alternative transactions;

(iii) vote against any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by CCCM (other than the Proposed Transactions);

and (iv) comply with the restrictions imposed by the Insider Letter (as defined below), including the restrictions on transfer and redeeming CCCM Ordinary Shares in connection with the Proposed Transactions.

Further, pursuant to that certain Sponsor Support Agreement, the parties agreed that at the Closing, they would enter into an amendment to the letter agreement, dated as of May 15, 2025 (the “Insider Letter”) by and among the Sponsor, CCCM, and CCCM’s directors and officers, in order to add the Company as a party.

The Sponsor Support Agreement and certain of its provisions will terminate and be of no further force or effect upon the earlier to occur of the Closing or the termination of the Business Combination Agreement pursuant to its terms.

Lock-up Agreement

In connection with the execution and delivery of the Business Combination Agreement, Seller entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with the Company, pursuant to which Seller agreed that the Merger Consideration Shares received by Seller will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions.

The securities held by Seller will be locked up until the earlier of (i) six (6) months after the date of the Closing and (ii) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of CCCM shareholders having the right to exchange their shares of Pubco Stock for cash, securities or other property.

Non-Competition Agreement

Contemporaneously with the execution and delivery of the Business Combination Agreement, the Company, CCCM, ProCap BTC and Mr.

Anthony Pompliano entered into a Non-Competition and Non-Solicitation Agreement, pursuant to which, until the earlier of (i) the date that is eighteen (18) months following the Closing Date and (ii) the date that is six (6) months after such date as Mr.

Pompliano ceases to be a Control Person of ProCap BTC or the Company, Mr.

Pompliano will not, directly or indirectly, become a Control Person of a public company with a primary portion of its business comprised of pursuing a bitcoin treasury strategy program.

For purposes of the Non-Competition Agreement, “Control Person” shall mean (x) the chairman of a board of directors, chief executive officer or president, or (y) the owner of such equity interests or right to acquire equity interests of a Person which entitles the holder thereof to the ability to manage or control such Person.

Services Agreement

In connection with the execution and delivery of the Business Combination Agreement, Seller and ProCap BTC entered into an Investment Consulting and Marketing Services Agreement (the “Services Agreement”).

Pursuant to the Services Agreement, Seller agreed to provide certain services to the Company.

of March 31, 2026, the Company did not have any material commitments except as noted below.

June 2025, the Company and Inflection Points, an entity under common control, entered into an Investment Consulting and Marketing Services

Agreement (the “Services Agreement”).

Pursuant to the Services Agreement, Inflection Points agreed to provide certain services

to the Company.

The services shall be provided pursuant to statements of work.

The Services Agreement has a term of four ( 4 ) years following the Effective Date and will automatically renew for a subsequent one (1) year term, unless either party gives the other party at least sixty (60) days’ prior written notice of non-renewal or otherwise terminates the Services Agreement or any statement of work as set forth therein.

In consideration of the Work performed, upon execution of this Agreement, Service Provider shall receive an aggregate of 10,000,000 Common Units of ProCap BTC.

Payment for all or part of the Work shall not constitute acceptance.

Service Provider may not increase the mutually agreed fee or rate without ProCap BTC’s prior written approval.

Preferred Equity Subscription Agreement

In connection with the execution of the Business Combination Agreement, certain “qualified investors” (defined to include “qualified institutional buyers” (“QIBS”), as defined in Rule 144A of the Securities Act, and institutional “accredited investors”, as defined in Rule 501 of Regulation D) (the “Preferred Equity Investors”) each entered into a Preferred Equity Subscription Agreement (collectively, the “Preferred Equity Subscription Agreements”) with CCCM, the Company and ProCap BTC, pursuant to which the Preferred Equity Investors subscribed to purchase an aggregate of 51,650,000 non-voting preferred units of ProCap BTC (“Preferred Units”), at a purchase price of $ 10.00 per unit in a private placement, for an aggregate amount of $ 516.5 million of such Preferred Units (the “Preferred Equity Investment,”).

The purchase price for the Preferred Units was paid in cash.

Additionally, each Preferred Equity Subscriber executed a joinder agreement to that certain Limited Liability Company Operating Agreement of ProCap BTC, dated as of June 22, 2025, by and among ProCap BTC and the members identified therein (the “LLC Agreement”), pursuant to which each Preferred Equity Subscriber accepted the rights, duties and obligations set forth in the LLC Agreement and became a preferred member of ProCap BTC.

As described above, all of the proceeds from the Preferred Equity Investment will be used by ProCap BTC to the Purchased Bitcoin, which Purchased Bitcoin will be held in a custodial account until the Closing, upon which it will be contributed to ProCap Financial.

If the Closing does not occur, the Preferred Equity Investors will have the right to receive their respective pro rata portion of the Purchased Bitcoin, or may elect to liquidate their pro rata portion of the Purchased Bitcoin for cash.

Pursuant to the Preferred Equity Subscription Agreements, ProCap BTC agreed to use commercially reasonable efforts to cause the Company to register the Pubco Stock into which the Preferred Units will be converted pursuant to the Business Combination Agreement upon the Closing, on the Registration Statement.

To the extent that any such shares of Pubco Stock are unable to be included in the Registration Statement, the Company agreed to certain customary resale registration rights, including that, within 45 calendar days after the Closing, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of such Pubco Common Stock (the “Resale Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than 60 calendar days after the Closing, which may be extended an additional 30 calendar days upon certain circumstances.

Convertible Notes Subscription Agreement

In connection with the execution of the Business Combination Agreement, certain qualified investors (the “Convertible Note Investors”) each entered into a subscription agreement (collectively, the “Convertible Note Subscription Agreements”) with the ProCap BTC, the Company and CCCM pursuant to which, upon the Closing (the “Issuance Date”), the Convertible Note Investors agreed to purchase convertible notes issued by the Company (“Convertible Notes”), in an aggregate principal amount of $ 235 million, for an aggregate purchase price equal to 97 % of the aggregate principal amount of the Convertible Notes (the “Convertible Note Financing”).

The Convertible Note Financing has been funded upon the Closing (see Note 8).

The Convertible Notes will have a 130 % conversion rate, zero interest rate, maturity of up to 36 months, and will be two (2) times collateralized by cash, cash equivalents and certain bitcoin assets.

Bank National Trust, N.A.

will serve as collateral agent and trustee with regard to the Convertible Notes and associated indenture and security arrangements.

Proceeds from the Convertible Note Financing are expected to be utilized by the Company for purposes of acquiring additional bitcoin and for working capital purposes.

Prior to the Closing, the parties intend to take actions necessary for the Convertible Notes to have an associated 144A CUSIP number to facilitate the possibility of future post-Closing trading amongst QIBS;

however, the Convertible Notes are not expected to otherwise be registered or tradeable.

In addition, the Company and CCCM shall have the option to increase the number of Convertible Notes available (such notes, the “Upsize Notes”) for purchase after the date set forth in the Convertible Note Subscription Agreement (the “Upsize Option”).

The Company and CCCM may elect to exercise the Upsize Option one time prior to the Closing.

In the event that the Company and CCCM exercise the Upsize Option, each Convertible Note Investor shall have a right of first refusal to purchase its pro rata portion.

Each Convertible Note Investor’s pro rata portion will be calculated based on the Convertible Note Investor’s subscription amount relative to the aggregate subscription amount of all of the initial Convertible Note Investors who subscribed upon the Effective Date, on the same terms and conditions as those offered in the Convertible Notes Subscription Agreement.

Related Party Transactions

On July 11, 2025, the Company entered into an amended and restated promissory note, pursuant to which Pubco and ProCap BTC, LLC, a related party, will reimburse Inflection Points, a company under common control, for a principal sum of up to $ 1,000,000 .

The Promissory note shall bear no interest and is payable on the earlier of May 31, 2026 or the date of which the companies consummate the business combination, as described in Note 5.

The amounts paid by Inflection Points were initially recorded as Due to related party prior to the execution of the promissory note agreement.

On July 11, 2025, the Company entered into the promissory note agreement, at which time the Due to related party balance was converted to a promissory note payable.

On October 5, 2025, the Company entered into the second amended and restated the promissory note, to increase the allowable principal draws to be up to $ 2,000,000 .

As of September 30, 2025, the Company has borrowed a total of $ 209,097 under the Promissory Note, of which, $ 108,674 was proceeds from related party promissory note and $ 100,423 was conversion of due to related party to related party promissory note.

Additionally, one share of common stock was issued to the CEO of the Company for a nominal amount.

The Services Agreement has a term of four (4) years and

will automatically renew for a subsequent one (1) year term, unless either party gives the other party at least sixty (60) days’

prior written notice of non-renewal or otherwise terminates the Services Agreement or any statement of work as set forth therein.

consideration, Inflection Points received an aggregate of 10,000,000 shares of the Company’s stock on December 5, 2025.

March 31, 2026, these shares have been issued and are outstanding.

Earnout Agreement

December 3, 2025, the Company and Columbus Circle 1 Sponsor Corp, LLC, a Delaware limited liability company (“Sponsor”) entered

into an agreement (the “Sponsor Earnout Agreement”), providing that 8,333,333 shares of the Company’s stock (such shares

subject to earnout, the “Earnout Founder Shares”), shall be subject to transfer restrictions set forth in the Sponsor Earnout

Agreement (the “Sponsor Transfer Restrictions”) and shall vest and be released from such restriction only if certain price

targets are achieved during the two-year period (the “Earnout Period”).

Sponsor Earnout Agreement provided that the Earnout Founder Shares shall vest and shall no longer be subject to the Sponsor Transfer

Restrictions as follows:

of the Earnout Founder Shares will vest and shall no longer be subject to the Sponsor Transfer Restrictions if the closing price

of the Company stock equals or exceeds $10.21 per share (as may be adjusted) for any 20 trading days within any consecutive 30-trading

day period during the Earnout Period (the “Share Price Trigger Event”).

of the Earnout Founder Shares will vest and shall no longer be subject to the Sponsor Transfer Restrictions if the BTC VWAP (as defined

below) equals or exceeds $140,000 during any five-day period during the Earnout Period (the “BTC Price Trigger Event”).

the event that neither a Share Price Trigger Event nor a BTC Price Trigger Event has occurred on or prior to the second anniversary,

then, subject to the terms and conditions of the Sponsor Earnout Agreement, 100% of the Earnout Founder Shares will vest and will no

longer be subject to the Sponsor Transfer Restrictions.

Notwithstanding

the foregoing, in the event that during the Earnout Period, the Company is subject to a change of control and the implied consideration

per share of the Company’s Common Stock pursuant to which the Company or its stockholders have the right to receive in such change

of control equals or exceeds $ 10.21 (or the equivalent fair market value thereof, as determined by the Board following the Closing in

good faith, in the event of any non-cash consideration), then, all of the Earnout Founder Shares that have not previously vested will

vest and shall no longer be subject to the Sponsor Transfer Restrictions.

VWAP” means the dollar volume-weighted average price for Bitcoin (BTC) during any one hundred twenty (120)-hour period ending at

the time of determination, as reported by Bloomberg through its “VAP” function for “XBTUSD BGN Currency” (or

such other comparable calculation methodology as the Disinterested Independent Directors (as defined in the Sponsor Earnout Agreement)

may determine in good faith if such Bloomberg function is no longer available).

If the BTC VWAP cannot be calculated for Bitcoin (BTC)

on such date on any of the foregoing bases, the BTC VWAP of Bitcoin (BTC) on such date shall be the fair market value as determined by

the Disinterested Independent Directors of the Company acting in good faith.

All such determinations shall be appropriately adjusted

for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

Earnout Agreement

December 3, 2025, the Company and Inflection Points Inc, d/b/a Professional Capital Management (“Seller”) entered into an

agreement (the “Seller Earnout Agreement”), providing that 9,500,000 shares of the Company’s stock (such shares subject

to earnout, the “Earnout Seller Shares”), representing all of the shares of the Company’s stock otherwise issuable

to the Seller, shall be subject to the transfer restrictions set forth in the Seller Earnout Agreement (the “Seller Transfer Restrictions”)

and shall vest and be released from such restriction only if certain price targets are achieved during the Earnout Period.

Earnout Agreement provides that the Earnout Seller Shares shall vest and shall no longer be subject to the Seller Transfer Restrictions

of the Earnout Seller Shares will vest and shall no longer be subject to the Seller Transfer Restrictions in the event that during

the earnout period the closing price of the Company’s stock equals or exceeds $10.21 per share (as adjusted for stock splits,

stock dividends, reorganizations and recapitalizations) for any 20 trading days within any consecutive thirty(30) trading day period

( the “Share Price Trigger Event”).

of the Earnout Seller Shares will vest and shall no longer be subject to the Seller Transfer Restrictions in the event that the BTC

VWAP equals or exceeds $140,000 (a “BTC Price Trigger Event”) during the Earnout Period .

the event that neither a Share Price Trigger Event nor a BTC Price Trigger Event has occurred on or prior to the second anniversary of

the Closing Date, then, subject to the terms and conditions of the Seller Earnout Agreement, on such second anniversary, 100% of the

earnout shares will vest and shall no longer be subject to the Seller Transfer Restrictions.

Notwithstanding

the foregoing, in the event that during the Earnout Period, the Company is subject to a change of control and the implied consideration

per share of the Company’s Stock pursuant to which the Company or its stockholders have the right to receive in such change of

control equals or exceeds $ 10.21 (or the equivalent fair market value thereof, as determined by the Board following the Closing in good

faith, in the event of any non-cash consideration), then, all of the Earnout Seller Shares that have not previously vested shall vest

and shall no longer be subject to the Seller Transfer Restrictions.

Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their consolidated financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating officer decision maker (“CODM”) has been identified as the Chief Executive Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net loss that also is reported on the statements of operations as net loss.

As the Company is in the start-up phase, the CODM currently reviews general and administrative expenses to manage and forecast cash to ensure enough capital is available to achieve its business plan over the short-term period (i.e.

less than a year).

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on the consolidated statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

ended For the period

September 30,

2025 September 30,

General and administrative $ 319,048 $ 329,471

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about

operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise

that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information

is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate

resources and assess performance.

Company’s CODM has been identified as the Chief Executive Officer, who uses cash flows as the primary measure to manage the business

and does not segment the business for internal reporting or decision making.

Accordingly, management has determined that there is only

one reportable segment.

Additionally,

the CODM reviews the fair market value of Bitcoin to measure and monitor value and determine the most effective strategy of investment.

Schedule of Fair Value

CODM assesses performance for the single segment and decides how to allocate resources based on net loss that also is reported on

the unaudited condensed consolidated statements of operations as net loss.

As the Company is in the start-up phase, the CODM

currently reviews general and administrative expenses to manage and forecast cash to ensure that enough capital is available to

achieve its business plan over the short-term period (i.e., less than a year).

The CODM also reviews general and administrative

costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Significant segment expenses are consistent with those presented on the condensed consolidated statement of operations

and total segment assets are consistent with total assets presented on the condensed consolidated balance sheets.

Company leases its office facility under a month-to-month operating lease arrangement.

The Company has elected the short-term lease practical

expedient under ASC 842 for this lease and therefore does not recognize a right-of-use asset or lease liability on the unaudited condensed

consolidated balance sheet for this arrangement.

expense for this month-to-month lease is recognized on a straight-line basis and was $ 20 per month for the period from January 2026

through March 2026.

Because the lease is cancellable at any time with no significant penalty, the Company is not committed to future minimum

lease payments beyond the monthly term.

February 2026, the Company entered into a new operating lease agreement for studio space.

The lease has an initial term of 45 months,

commencing February 1, 2026 and expiring October 31, 2029.

The lease requires monthly base rent payments of $ 27 with a three-month rent

abatement of $ 82 .

The Company does not have an option to extend the lease term or to purchase the leased property.

The lease contains

fees for cleaning services, utilities, building amenities, and other operating items that are non-lease components.

These variable lease

payments are recognized in the period incurred rather than included in the lease liability, with the Company recording an operating expense

when such amounts arise.

The Company has recognized a right-of-use asset and lease liability on the unaudited condensed consolidated

balance sheet for this arrangement.

components of lease cost for the three months ended March 31, 2026, were as follows:

Schedule of Lease Cost

lease cost and short-term lease cost are recognized on a straight-line basis over the lease term and are included in general and administrative

expenses in the unaudited condensed consolidated statement of operations.

Balance Sheet Information

balance sheet information related to the Company’s operating lease as of March 31, 2026, is as follows:

Schedule of Supplemental Cash Flows Information Related

to Operating Lease

lease right-of-use asset

lease liability, current portion

lease liability, non-current portion

operating lease liability

of Lease Liability

minimum lease payments under the operating lease as of March 31, 2026, are as follows:

Schedule of Future Minimum Lease Payments Under the

Operating Lease

(remaining nine months)

future minimum lease payments

present value discount

value of lease liability

Cash Flow and Other Information

cash flow and other information related to the Company’s operating lease for the three months ended March 31, 2026, are as

Schedule of Cash Flow Information Related to Operating Lease

of right-of-use asset

paid for amounts included in the measurement of lease liability

asset obtained in exchange for new operating lease liability

lease term (in years)

rate (as a percentage)

Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the consolidated financial statements are issued.

Effective December 5, 2025 the Company completed its Business Combination as disclosed above in Note 5.

Upon closing of the Business Combination, on December 5, 2025, certain qualified investors (the “Convertible Note Investors”) purchased convertible notes issued by the Company (“Convertible Notes”), in an aggregate principal amount of $ 235 million (see Note 5).

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the unaudited condensed

consolidated financial statements were issued, and no events, other than discussed below, have occurred that would require adjustments

to the disclosures in the unaudited condensed consolidated financial statements.

with CFO Silvia

April 6, 2026 (the “Closing Date”), the Company completed its previously announced acquisition of CFO Silvia, pursuant to

the Agreement and Plan of Merger, dated as of February 9, 2026 (the “Merger Agreement”), by and among the Company, Silvia

Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”), CFO Silvia, Inflection

Points Inc, a Delaware corporation (“Inflection Points”), Shain Noor (“Noor” and, together with Inflection Points,

the “Sellers”), and Shain Noor, solely in his capacity as the stockholder representative (the “Stockholder Representative”).

Pursuant to the Merger Agreement, Merger Sub merged with and into CFO Silvia, with CFO Silvia surviving as a direct wholly-owned subsidiary

of the Company (the “Merger”).

Merger was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on March 27, 2026.

initial accounting for the business combination is incomplete as a result of the timing of the acquisition.

the Closing Date, each issued and outstanding share of CFO Silvia common stock was converted into the right to receive shares of the

Company’s Common Stock, par value $ 0.001 per share, plus contingent rights to receive Escrow Shares and Earnout Shares, as described

aggregate Merger consideration consisted of (i) 8,100,000 shares, which was reduced to 7,516,951 shares (the “Closing Shares”)

to account for certain unpaid liabilities as of the Closing Date, in accordance with the Merger Agreement, (ii) 900,000 shares of Company

stock (the “Escrow Shares”) deposited into escrow account with PNC Bank, N.A.

acting as escrow agent, to serve as security

for indemnification obligations under the Merger Agreement for a period of twelve (12) months, and (iii) up to 9,000,000 additional shares

of Company stock issuable as earnout consideration (the “Earnout Shares”) if the daily volume-weighted average trading price

of Company stock determined as of ten (10) day-period ending the day prior to the applicable determination date equals or exceeds $ 9.00

per share of Company stock (subject to adjustment for stock dividends, splits, and similar recapitalizations) during the five-year period

following the Closing Date.

Closing Shares and Escrow Shares were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act

of 1933, as amended (the “Securities Act”).

The offer and sale of the Closing Shares and the Escrow Shares has not been registered

under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration

requirements.

Subsequent to quarter-end, the Company entered into an employment agreement

with Shain Noor, Chief Technology Officer, that includes a one-time cash

signing bonus of $ 5.0 million, payable within 90 days of commencement and subject to continued employment.

This represents a contractual

cash commitment that was funded from existing cash on hand in May 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements