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Item 5. Other Information

2026-05-14 compared with 2025-12-11 · 58 added, 102 removed, 11 unchanged (94% of the section changed)

Other Information.

Trading Arrangements

During the quarterly period ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Additional Information

The following exhibits are filed as part of, or

incorporated by reference into, this Quarterly Report.

Description of Exhibit

Business Combination Agreement, as of June 23, 2025, by and among CCCM, Pubco, ProCap, SPAC Merger Sub, Company Merger Sub and Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on June 27, 2025).

First Amendment to the Business Combination Agreement, dated as of July 28, 2025, by and among CCCM, Pubco, ProCap, SPAC Merger Sub, Company Merger Sub and Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on July 28, 2025).

Form of Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 (File No.

333-290365), filed by the Company on September 18, 2025).

Form of Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-4 (File No.

333-290365), filed by the Company on September 18, 2025).

Arrangements During the quarterly period ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated

under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading

arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Business Combination Agreement, dated as of June 23, 2025, by and among CCCM, the Company, ProCap, SPAC Merger Sub, Company Merger Sub and Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on June 27, 2025).

First Amendment to the Business Combination Agreement, dated as of July 28, 2025, by and among CCCM, the Company, ProCap, SPAC Merger Sub, Company Merger Sub and Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on July 28, 2025).

and Plan of Merger, dated as of February 9, 2026, by and among the Company, Silvia Merger Sub, Inc., CFO Silvia, Inc, Inflection

Points Inc, Shain Noor, and Shain Noor as Stockholder Representative (incorporated by reference to Exhibit 2.1 to the Company’s

Current Report on Form 8-K, filed with the SEC on February 9, 2026).

and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current

Report on Form 8-K, filed with the SEC on December 11, 2025).

and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K,

filed with the SEC on December 11, 2025).

Warrant Agreement, dated May 15, 2025, by and between CCCM and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on May 20, 2025).

Form of Warrant Assignment, Assumption and Amendment Agreement, by and among Continental Stock Transfer & Trust Company, as Pubco Public Warrant agent, CCCM and Pubco (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-4 (File No.

333-290365), filed by the Company on September 18, 2025).

Warrant Certificate of the Company (incorporated by reference to Exhibit 4.5 to Amendment No.

1 to the Registration Statement on

Form S-4 (File No.

333-290365), filed by the Company on October 20, 2025).

of Indenture (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-4 (File No.

333-290365), filed by

the Company on September 18, 2025).

Form of Amended and Restated Registration Rights Agreement, by and among CCCM, Pubco, the Sponsor, and the other parties thereto (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-4 (File No.

333-290365), filed by the Company on September 18, 2025).

Form of Amendment to Insider Letter Agreement, by and among ProCap, CCCM, the Company and the directors and officers of CCCM named therein (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-4 (File No.

333-290365), filed by the Company on September 18, 2025)

of Indemnity Agreement (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 (File No.

filed by the Company on September 18, 2025).

Form of Convertible Note Subscription Agreement

by and among ProCap, Pubco, CCCM, and the subscribers thereto (incorporated by reference to Exhibit 10.7 to CCCM’s Current

Report on Form 8-K, filed with the SEC on June 27, 2025).

Sponsor Support Agreement, dated as of June 23,

2025, by and among CCCM, the Sponsor, and Pubco (incorporated by reference to Exhibit 10.1 to CCCM’s Current Report on Form

8-K, filed with the SEC on June 27, 2025).

Lock-Up Agreement, dated as of June 23, 2025,

by and between Professional Capital Management and Pubco (incorporated by reference to Exhibit 10.2 to CCCM’s Current Report

on Form 8-K, filed with the SEC on June 27, 2025).

Non-Competition Agreement, dated as of June 23,

2025, by and among CCCM, ProCap, Pubco and Anthony Pompliano (incorporated by reference to Exhibit 10.3 to CCCM’s Current Report

on Form 8-K, filed with the SEC on June 27, 2025).

Voting and Support Agreement, dated as of June

23, 2025, by and among Professional Capital Management, ProCap and Pubco (incorporated by reference to Exhibit 10.4 to CCCM’s

Current Report on Form 8-K, filed with the SEC on June 27, 2025).

Form of Company 2025 Equity Incentive Plan (incorporated by reference to Annex F to the Registration Statement on Form S-4 (File No.

333-290365), filed by the Company on September 18, 2025).

of Company Collateral Agreement (incorporated by reference to Exhibit 10.22 to Amendment No.

1 to the Registration Statement on Form

S-4 (File No.

333-290365), filed by the Company on October 20, 2025).

Services Agreement, dated as of June

23, 2025, by and between Professional Capital Management and ProCap (incorporated by reference to Exhibit 10.5 to CCCM’s Current

Report on Form 8-K, filed with the SEC on June 27, 2025).

Form of Preferred Equity Subscription Agreement,

dated as of June 23, 2025, by and among ProCap, Pubco, CCCM, and certain subscribers party thereto (incorporated by reference

to Exhibit 10.6 to CCCM’s Current Report on Form 8-K, filed with the SEC on June 27, 2025).

Employment Agreement effective as of July 25,

2025, by and between ProCap and Jeffrey Park (incorporated by reference to Exhibit 10.23 to Amendment No.

1 to the Registration Statement

on Form S-4 (File No.

333-290365), filed by the Company on October 20, 2025).

Amended and Restated Employment Agreement effective

as of October 1, 2025, by and between ProCap and Kyle Wood (incorporated by reference to Exhibit 10.24 to Amendment No.

Registration Statement on Form S-4 (File No.

333-290365), filed by the Company on October 20, 2025).

Employment Agreement effective as of August 25,

2025, by and between ProCap and Megan Pacchia (incorporated by reference to Exhibit 10.25 to Amendment No.

1 to the Registration

Statement on Form S-4 (File No.

333-290365), filed by the Company on October 20, 2025).

Employment Agreement effective as of October 17,

2025, by and between ProCap and Anthony Pompliano (incorporated by reference to Exhibit 10.26 to Amendment No.

1 to the Registration

Statement on Form S-4 (File No.

333-290365), filed by the Company on October 20, 2025).

Employment Agreement effective as of October 15,

2025, by and between ProCap and Renae Cormier (incorporated by reference to Exhibit 10.27 to Amendment No.

1 to the Registration

Statement on Form S-4 (File No.

333-290365), filed by the Company on October 20, 2025).

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Assignment, Assumption and Amendment Agreement, dated December 5, 2025, by and among Continental Stock Transfer & Trust Company,

as Public Warrant Agent, CCCM and the Company (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on

Form 8-K, filed with the SEC on December 11, 2025).

Indenture, dated as of December 5, 2025, by and among ProCap, the Guarantors listed therein and U.S.

Bank Trust Company, National Association (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 18, 2026).

of Registration Rights Agreement, by and among the Company and the Holders (incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K, filed with the SEC on February 9, 2026).

of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the

SEC on February 9, 2026).

of SAFE Termination Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed

with the SEC on February 9, 2026).

of Notes Repurchase Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed

with the SEC on February 9, 2026).

of Employment Agreement, by and among the Company and Shain Noor (incorporated by reference to Exhibit 10.5 to the Company’s

Current Report on Form 8-K, filed with the SEC on February 9, 2026).

of Non-Competition and Non-Solicitation Agreement, by and between the Company and Shain Noor (incorporated by reference to Exhibit

10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2026).

Certification

of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification

of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Inline XBRL Instance Document.

3 unchanged sentences

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

Cover Page Interactive Data File (Embedded as Inline XBRL document

and contained in Exhibit 101).*

Inline XBRL Taxonomy Extension

Presentation Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

† Schedules and exhibits to this Exhibit omitted

pursuant to Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to

the SEC upon request.

+ Indicates management contract or compensatory plan.

Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2).

The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

* Filed herewith

Furnished herewith

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto

duly authorized.

PROCAP FINANCIAL, INC.

December 11, 2025

/s/ Anthony Pompliano

**Indicates certain portions of this document that

constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(2) or (10).

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

FINANCIAL, INC.

Anthony Pompliano

Chief Executive Officer

(Principal Executive Officer)

December 11, 2025

/s/ Renae Cormier

Executive Officer

Executive Officer)

Renae Cormier

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

Financial Officer and Treasurer

Financial and Accounting Officer)

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 5. Other Information