What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-05-14 compared with 2025-12-11 · 8 added, 35 removed, 2 unchanged (96% of the section changed)

Unregistered Sales of Equity Securities

and Use of Proceeds.

Unregistered Sales of Equity Securities and

Use of Proceeds from Registered Securities

Unregistered Sales of Equity Securities

In connection with the closing of the Business

Combination (the “Closing”), 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,

for an aggregate purchase price equal to 97% of the aggregate principal amount of the Convertible Notes, pursuant to subscription agreements,

dated as of June 23, 2025 (collectively, the “Convertible Note Subscription Agreements”) by and among the Convertible

Note Investors, ProCap, the Company and CCCM (the “Convertible Note Financing”).

The Convertible Notes have a 130% conversion

rate, zero interest rate, maturity of up to 36 months, and are two (2) times collateralized by cash, cash equivalents and certain

Bitcoin assets.

Under the indenture associated with the Convertible Note Financing (the “Indenture”), the Company has up to

30 days from the Closing to 1.0:1.0 times collateralize the Convertible Notes using a mix of Bitcoin (with Bitcoin being valued at 50%

for collateral calculation purposes), cash and cash equivalents (with cash and cash equivalents being valued at 10 0% for collateral

calculation purposes).

While the Company is not obligated under the terms of the Indenture to maintain any specific minimum percentage

of the collateral for the Convertible Notes in the form of Bitcoin, the Company anticipates that, as of the date of this Quarterly Report,

no less than 20% of the Company’s aggregate Bitcoin holdings will serve as collateral under the Indenture U.S.

Bank National Trust, N.A.

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

from the Convertible Note Financing are expected to be utilized by the Company for purposes of acquiring additional Bitcoin and for covering

certain transaction expenses and fees As of the Closing, 18,071,500 shares of Pubco Stock will be issuable upon conversion of the

Convertible Notes, and such shares of Pubco Stock are subject to registration rights as set forth in the Convertible Note Subscription

The Company issued the foregoing Convertible Notes under Section 4(a)(2) of the Securities Act, as a transaction not

requiring registration under Section 5 of the Securities Act.

There were no other unregistered sales of equity

securities during the period.

Purchases of Equity

Securities by the Issuer and Affiliated Purchasers

There were no repurchases

of our equity securities by us or an affiliate during the quarterly period covered by the Quarterly Report.

Unregistered Sales of Equity Securities and Use of Proceeds.

Purchase of Equity Securities

Part of Publicly

1, 2026 to January 31, 2026

1, 2026 to February 28, 2026

1, 2026 to March 31, 2026

December 9, 2025, the Board of Directors of the Company approved the $100 million 2025 Repurchase

The 2025 Repurchase Program has no expiration date.

Defaults Upon Senior Securities.

Mine Safety Disclosures.

Not applicable.

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 2. Unregistered Sales of Equity Securities