ProCap Financial, Inc. 10-Q

Item 1. Financial Statements PROCAP FINANCIAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) March 31, 2026 (unaudited) December 31, 2025 ASSETS Current assets Cash and Cash equivalents $ 25,964 $ 44,976 Restricted cash - 149,885 Accounts receivable - 45 Prepaid expenses and other assets, current 1,620 2,121 Total current assets 27,584 197,027 Digital assets 372,277 441,791 Right-of-use asset 1,029 - Fixed assets, net 168 52 Deposits 82 - Prepaid expenses, non-current 365 16 TOTAL ASSETS $ 401,505 $ 638,886 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses $ 1,684 $ 1,831 Derivative securities liabilities - 428 Lease liability, current 241 - Deferred revenue - 1 Income Tax payable 193 - Total current liabilities 2,118 2,260 Long-term liabilities Lease liability, non-current 812 - Conversion feature liability - Convertible Notes 131 2,278 Convertible Notes, net 91,496 214,172 TOTAL LIABILITIES 94,557 218,710 STOCKHOLDERS’ EQUITY Preferred stock; 50,000,000 authorized shares; no shares issued and outstanding as of March 31, 2026 and December 31, 2025 - - Common stock; $ 0.001 par value; 550,000,000 authorized shares; 85,563,025 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 85 85 Treasury stock, at cost; 3,506,452 shares and 839,396 shares as of March 31, 2026 and December 31, 2025, respectively ( 10,845 ) ( 2,847 ) Additional paid-in capital 454,443 451,914 Accumulated deficit ( 136,735 ) ( 28,976 ) Total stockholders’ equity 306,948 420,176 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 401,505 $ 638,886 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 PROCAP FINANCIAL, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) (in thousands, except per share data) Three Months Ended March 31, 2026 Revenue $ 1 Operating expenses: General and administrative 4,059 Stock-based compensation 3,540 Loss from operations ( 7,598 ) Other income (expense): Change in fair value of digital assets ( 105,467 ) Change in fair value of Convertible Notes conversion feature 838 Realized loss on put option liability ( 914 ) Gain on extinguishment of debt 5,933 Interest and dividend income 742 Interest expense ( 1,100 ) Other expense, net ( 99,968 ) Net loss before taxes ( 107,566 ) Income tax expense ( 193 ) Net loss $ ( 107,759 ) Weighted average number of shares of common stock outstanding, basic and diluted 82,898,332 Net loss per common stock, basic and diluted $ ( 1.30 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 PROCAP FINANCIAL, INC. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except per share data, unaudited) Shares Amount Shares Amount Shares Amount Capital Deficit Equity Preferred Stock Common Stock Treasury Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Equity Balance, December 31,2025 - $ - 85,166,604 $ 85 ( 839,396 ) $ ( 2,847 ) $ 451,914 $ ( 28,976 ) $ 420,176 Balance - $ - 85,166,604 $ 85 ( 839,396 ) $ ( 2,847 ) $ 451,914 $ ( 28,976 ) $ 420,176 Stock-based compensation - - - - - - 3,540 - 3,540 Purchase of treasury stock - - - - ( 2,667,056 ) ( 7,998 ) - - ( 7,998 ) Issuance of restricted stock, net of withholding taxes - - 396,421 - - - ( 1,011 ) - ( 1,011 ) Net loss - - - - - - - ( 107,759 ) ( 107,759 ) Balance, March 31, 2026 - $ - 85,563,025 $ 85 ( 3,506,452 ) $ ( 10,845 ) $ 454,443 $ ( 136,735 ) $ 306,948 Balance - $ - 85,563,025 $ 85 ( 3,506,452 ) $ ( 10,845 ) $ 454,443 $ ( 136,735 ) $ 306,948 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 PROCAP FINANCIAL, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands, unaudited) For the three months ended March 31, 2026 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 107,759 ) Adjustments to reconcile net loss to net cash used in operations: Change in fair value of digital assets 105,467 Realized loss on put option liability 914 Amortization of right-of-use asset 51 Gain on extinguishment of debt ( 5,933 ) Change in fair value of Convertible Notes conversion feature ( 838 ) Stock based compensation 3,540 Depreciation 39 Amortization of discount and debt issuance costs on Convertible Notes 1,100 Changes in operating assets and liabilities: Accounts receivable 45 Prepaid expenses and other current assets 154 Deposits ( 82 ) Accounts payable and accrued expenses ( 149 ) Deferred revenue ( 1 ) Lease liability ( 27 ) Income tax payable 193 CASH USED IN OPERATING ACTIVITIES ( 3,286 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of digital assets ( 35,953 ) Purchase of fixed assets ( 155 ) CASH USED IN INVESTING ACTIVITIES ( 36,108 ) CASH FLOWS FROM FINANCING ACTIVITIES Payments of Convertible Notes ( 119,152 ) Proceeds from derivative securities 889 Purchase of derivative securities ( 1,653 ) Settlement of derivative securities ( 578 ) Taxes paid on RSU vesting ( 1,011 ) Purchase of treasury stock ( 7,998 ) CASH USED IN FINANCING ACTIVITIES ( 129,503 ) NET CHANGE IN CASH ( 168,897 ) Cash, cash equivalents and restricted cash, beginning of period 194,861 Cash, cash equivalents and restricted cash, end of period $ 25,964 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 PROCAP FINANCIAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share, per share data , Bitcoin, and per Bitcoin data ) (unaudited) Note 1. Organization Founded 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. ProCap 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. The 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. CFO 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. The 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 allocation. 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. Business Combination On 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. GAAP. The Company deemed to be the accounting acquirer based on Accounting Standard Update No. 2025-03. Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which we early adopted. In connection with the transaction: ● Legacy 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). ● CCCM shareholders received approximately 10.6 million shares, after significant redemptions. ● Total common shares outstanding immediately following the transaction were approximately 85.2 million. ● Net proceeds from the transaction were approximately $ 12.2 million, after redemptions and transaction costs. As a result of the reverse recapitalization: ● The historical financial statements of ProCap became those of the Company. ● All 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. 5 Note 2. Liquidity and Capital Resources As of March 31, 2026, the Company had $ 25,964 in cash and cash equivalents and working capital of $ 25,466 . For 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: ● Unrealized losses related to Bitcoin holdings due to fluctuations in the market price of Bitcoin; ● General and administrative expenses associated with operating as a public company and stock-based compensation expense. Because 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”. As of March 31, 2026, the Company had an aggregate of $ 99,600 of principal of Convertible Notes outstanding. (See Note 7). Based 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. Note 3. Summary of Significant Accounting Policies Basis of Presentation The 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 S-X. 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 Certain 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. 6 Principles of Consolidation The 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. Use of Estimates The 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. 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 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. 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 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 Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, restricted cash, and Bitcoin. 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. 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. Restricted Cash The 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. Fixed Assets, net Property, 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. 7 The 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. Prepaid Expenses The 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. Fair value measurement The 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: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly or indirectly. Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. 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. Digital Assets As 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 350-60. Accordingly, such crypto assets are measured at fair value at each reporting date. The 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. Changes 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. The 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 and 2,500 Bitcoin as of March 31, 2026 and December 31 2025 respectively, with Anchorage Digital Bank, N.A. and approximately 2,157 and 2,500 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. 8 Accounts Payable and Accrued Expenses The 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. Revenue Recognition Policy The 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. The 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 obligation. Customer 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. Management 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. Accounts Receivable Accounts 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. Convertible notes When 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. The Company records the Convertible Notes as a long-term liability at face value net of debt discount and debt issuance costs. If any of 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 liability. Debt 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 %. 9 Stock-based Compensation The 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 values. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. Net Loss Per Share The 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. The computation of basic and diluted net loss per share for the three months ended March 31, 2026 is as follows: Schedule of Computation of Basic and Dilutive Net Loss Per Share For the three months ended March 31, 2026 Numerator: Net loss $ ( 107,759 ) Denominator: Weighted average number of shares of common stock outstanding, basic and diluted 82,898,332 Net loss per common stock, basic and diluted $ ( 1.30 ) 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: Schedule of Computation of Net Loss Per Common Stock Number of Shares Warrants 12,852,500 RSUs (See Note 10) 9,097,214 Convertible Notes 7,659,240 Total 29,608,954 Income Taxes 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 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 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. 10 Treasury Stock The Company accounts for treasury stock using the cost method in accordance with U.S. GAAP. 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’ equity. Treasury shares are not considered outstanding and therefore are excluded from the calculation of earnings per share and dividends. When treasury shares are reissued, the Company uses the average cost of the shares held in treasury to determine the cost basis. Any excess 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 transaction; any remaining shortfall is recorded as a reduction to retained earnings. The 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. Leases The 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. Right-of-use (“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. Lease 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. ROU assets are measured as the initial amount of the lease liability, adjusted for lease prepayments, initial direct costs, and lease incentives received. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The 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. Leases 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. Recent Accounting Pronouncements, recently adopted : In 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. In 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. Recent Accounting Pronouncements, not yet adopted : In 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 basis. 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. 11 The 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. Note 4. Digital Assets The 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: Schedule of Significant Digital Assets Holdings As of March 31, 2026 Quantity Cost Basis Fair Value BTC 5,457 $ 502,749 $ 372,277 Total $ 502,749 $ 372,277 As of December 31, 2025 Quantity Cost Basis Fair Value BTC 5,000 $ 466,797 $ 441,791 Total $ 466,797 $ 441,791 The 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: Schedule of Reconciliation of digital assets Fair value Digital assets fair value as of December 31, 2025 $ 441,791 Purchase of digital assets 35,953 Net unrealized loss on digital assets ( 105,467 ) Digital assets fair value as of March 31, 2026 $ 372,277 The 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. 12 Note 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: Schedule of Prepaid Expenses and Other Current Assets Prepaid expenses and other assets: March 31, 2026 December 31, 2025 Prepaid insurance $ 1,421 $ 1,813 Prepaid expenses - current 199 50 Other current assets - 258 Total prepaid expenses and other assets - current $ 1,620 $ 2,121 Prepaid expenses - non-current $ 365 $ 16 Note 6. Fixed Assets, net Fixed assets consist of the following: Schedule of Fixed Assets March 31, 2026 December 31, 2025 Furniture and equipment $ 10 $ 9 Leasehold improvements 229 75 Total 239 84 Less: accumulated depreciation ( 71 ) ( 32 ) Total fixed assets, net $ 168 $ 52 During the three months ended March 31, 2026, the Company recognized straight-line depreciation expense of $ 39 . Note 7. Long-Term Debt The net carrying value of the Company’s outstanding debt consisted of the following, as of : Schedule of Outstanding Debt March 31, 2026 December 31, 2025 Convertible Notes due 2028 $ 99,600 $ 235,000 Discount, net (1) ( 4,431 ) ( 11,387 ) Debt issuance costs, net (2) ( 3,673 ) ( 9,441 ) Convertible Notes, net $ 91,496 $ 214,172 (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 of $ 5,269 . 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. The table below reflects the principal amount of loan maturities due over the next five years as of March 31, 2026: Schedule of Loan Maturities 5-Year Loan Maturities Fiscal Year 2026 2027 2028 2029 2030 Total 2028 Convertible Notes $ - $ - $ 99,600 $ - $ - $ 99,600 The table below presents the disaggregation of interest expense for the period March 31, 2026: Schedule of Disaggregation of Interest Expense For the three -months ended March 31,2026 Debt discount amortization $ 601 Debt issuance cost amortization 499 Interest expense, net $ 1,100 The 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 %. U.S . Bank Trust Company, National Association serves as collateral agent and trustee with regard to the Convertible Notes and associated indenture and security agreements. As of 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. The Company retains sole discretion and control over Bitcoin held as collateral. Lenders have no rights to sell, pledge and re-hypothecate this asset. 13 Each 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. The embedded conversion of the Convertible Notes meets the criteria for bifurcation and is recognized as a separate derivative instrument. If an event of default occurs, then the principal amounts on all the Convertible Notes then outstanding will immediately become due and payable. On 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 . In 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. The following table summarizes the net gain on the extinguishment of debt: Schedule of Gain on Extinguishment of Debt Gain on extinguishment of debt Excess of the net carrying amount of the repurchased Convertible Notes $ 16,248 Derecognition of debt discount ( 6,355 ) Derecognition of debt issuance costs ( 5,269 ) Derecognition of conversion feature derivative liability 1,309 Total $ 5,933 The Company accounted for the cash payment as a financing activity in its unaudited condensed consolidated statement of cash flows. Note 8. Fair Value Measurements The 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 31, 2025: Schedule of Assets and Liabilities Measured at Fair Value Fair value measured at March 31, 2026 Total fair value at March 31, 2026 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Digital assets $ 372,277 $ 372,277 $ - $ - Liabilities: Conversion feature liability - Convertible Notes $ 131 $ - $ - $ 131 14 Fair value measured at December 31, 2025 Total fair value at December 31, 2025 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Digital assets $ 441,791 $ 441,791 $ - $ - Liabilities: Derivative securities liabilities $ 428 $ - $ - $ 428 Conversion feature liability - Convertible Notes $ 2,278 $ - $ - $ 2,278 Digital Assets In 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. Conversion Feature Liability - Convertible Notes In 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: Schedule of Key Input Measurement For Fair Value As of March 31, 2026 As of December 31, 2025 Strike price $ 13.00 $ 13.00 Stock price 2.11 3.53 Volatility (as a percentage) 47.2 45.0 Remaining term (in years) 2.68 3.00 Risk-free rate (as a percentage) 3.73 3.49 The following table presents a roll-forward of the Convertible Note Conversion Feature Liability as of March 31, 2026: Schedule of Roll Forward Convertible Notes Conversion feature derivative liability Balance at December 31, 2025 $ 2,278 Gain on debt extinguishment ( 1,309 ) Change in fair value ( 838 ) Balance at March 31, 2026 $ 131 Derivative Securities Liabilities When 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. The following table presents a roll-forward of the derivative securities liability as of March 31, 2026: Schedule of Roll Forward Derivative Liability, Put Option Derivative Securities Liabilities Fair value as of December 31, 2025 $ 428 Premiums received 889 Settlement of derivative securities ( 578 ) Purchases of derivative securities ( 1,653 ) Realized loss on put option liability 914 Fair value as of March 31, 2026 $ - 15 During December 2025, the Company sold Bitcoin put option contracts covering 630 Bitcoin, all of which expired unexercised in January 2026. During the three months ended March 31, 2026, the Company entered into multiple Bitcoin put option contracts with a single counterparty. The 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. During 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. During 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. As 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. Note 9. Stockholders’ Equity Preferred 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. Common Stock — The Company is authorized to issue 550,000,000 shares of Common Stock with a par value of $ 0.001 per share. There were 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. On 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. During 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. Treasury 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. Note 10. Share-Based Compensation On 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. The 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. Restricted Stock Units As 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. For 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. 16 For 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 reason. The 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: Schedule of Restricted Stock Unit Number of RSUs eligible to vest Share price 250,000 $ 15.00 250,000 $ 17.50 250,000 $ 20.00 250,000 $ 22.50 250,000 $ 25.00 500,000 $ 27.50 500,000 $ 30.00 500,000 $ 32.50 500,000 $ 35.00 500,000 $ 37.50 750,000 $ 40.00 750,000 $ 42.50 750,000 $ 45.00 1,000,000 $ 47.50 1,000,000 $ 50.00 The table below presents the summary of activity with respect to, and status of restricted stock units for the three months ended March 31, 2026: Schedule of Activity Restricted Stock Units Number of Restricted Stock Units Weighted Average Grant Date Value Unvested as of December 31, 2025 8,220,000 $ 2.13 Granted 1,659,542 $ 2.62 Forfeited - - Vested ( 782,328 ) $ 1.67 Unvested as of March 31, 2026 9,097,214 $ 2.13 As of March 31, 2026, there were 9,097,214 restricted stock units unvested and outstanding. As of March 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 years. 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. Note 11. Income Taxes 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 tax assets. 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. Note 12. Commitments and Contingencies As of March 31, 2026, the Company did not have any material commitments except as noted below. Services Agreement In 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 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, Inflection Points received an aggregate of 10,000,000 shares of the Company’s stock on December 5, 2025. As of March 31, 2026, these shares have been issued and are outstanding. 17 Sponsor Earnout Agreement On 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”). The Sponsor Earnout Agreement provided that the Earnout Founder Shares shall vest and shall no longer be subject to the Sponsor Transfer Restrictions as follows: ● 100% 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”). ● 100% 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”). In 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. “BTC 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. Seller Earnout Agreement Effective 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. The Seller Earnout Agreement provides that the Earnout Seller Shares shall vest and shall no longer be subject to the Seller Transfer Restrictions as follows: ● 100% 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”). ● 100% 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 . In 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. 18 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. Note 13. Segment Information ASC 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. The 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 of Bitcoin As of March 31, 2026 As of December 31, 2025 Digital Assets $ 372,277 $ 441,791 The 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. Note 14. Leases Office Lease The 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. Lease 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. Studio Lease In 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. 19 Lease Costs The components of lease cost for the three months ended March 31, 2026, were as follows: Schedule of Lease Cost Lease Cost Amount Operating lease cost $ 51 Short-term lease cost 59 Total lease cost $ 110 Operating 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. Supplemental Balance Sheet Information Supplemental 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 As of March 31, 2026 Operating lease right-of-use asset $ 1,029 Operating lease liability, current portion $ 241 Operating lease liability, non-current portion $ 812 Total operating lease liability $ 1,053 Maturities of Lease Liability Future 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 Operating Leases 2026 (remaining nine months) $ 191 2027 328 2028 328 2029 274 Total future minimum lease payments 1,121 Less: present value discount ( 68 ) Present value of lease liability $ 1,053 Supplemental Cash Flow and Other Information Supplemental cash flow and other information related to the Company’s operating lease for the three months ended March 31, 2026, are as follows: Schedule of Cash Flow Information Related to Operating Lease Amount Amortization of right-of-use asset $ 51 Cash paid for amounts included in the measurement of lease liability $ 27 Right-of-use asset obtained in exchange for new operating lease liability $ 1,074 Remaining lease term (in years) 3.8 Discount rate (as a percentage) 3.45 Note 15. Subsequent Events The 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. 20 Merger with CFO Silvia On 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”). The Merger was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on March 27, 2026. The initial accounting for the business combination is incomplete as a result of the timing of the acquisition. On 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 below. The 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. The 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. Other 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. 21