UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42995

PROCAP FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		39-2767031
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

600 Lexington Avenue, Floor 2 New York, New York		10022
(Address of principal executive offices)		(Zip Code)

(305) 938-0912

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	BRR	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	BRRWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 11, 2026, there were 88,369,575 shares of common stock, par value $0.001 per share, of the registrant issued and outstanding.

PROCAP FINANCIAL, INC.

TABLE OF CONTENTS

	PAGE

PART I. FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025	1
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and for the Period from June 10, 2025 (Inception) through June 30, 2025 (unaudited)	2
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and for the Period from June 10, 2025 (Inception) through June 30, 2025 (unaudited)	3
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and for the Period from June 10, 2025 (Inception) through June 30, 2025 (unaudited)	4
Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	28
PART II. OTHER INFORMATION	29
Item 1. Legal Proceedings	29
Item 1.A Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3. Defaults Upon Senior Securities	42
Item 4. Mine Safety Disclosure	42
Item 5. Other Information	42
Item 6. Exhibits	43
SIGNATURES	44

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PROCAP FINANCIAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share and per share data)

	June 30, 2026 (unaudited)			December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	15,338		$	44,976
Restricted cash		-			149,885
Prepaid expenses and other current assets		1,698			2,166
Total current assets		17,036			197,027
Digital assets		313,378			441,791
Right-of-use asset		961			-
Fixed assets, net		304			52
Intangible assets, net		14,095			-
Goodwill		12,671			-
Other non-current assets		7			16
Total Assets	$	358,452		$	638,886

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	1,655		$	1,831
Conversion feature liability - convertible notes		23			-
Convertible notes, net		92,256			-
Lease liability, current		298			-
Other current liabilities		112			1
Derivative securities liabilities		-			428
Total current liabilities		94,344			2,260
Conversion feature liability - convertible notes		-			2,278
Convertible notes, net		-			214,172
Deferred tax liabilities		578			-
Lease liability, non-current		736			-
Total long term liabilities		1,314			216,450

Total liabilities	$	95,658		$	218,710

Stockholders’ Equity
Preferred stock; 50,000,000 authorized shares; no shares issued and outstanding as of June 30, 2026 and December 31, 2025		-			-
Common stock; $0.001 par value; 550,000,000 authorized shares; 94,651,912 shares issued and 88,574,486 shares outstanding as of June 30, 2026, 85,166,604 shares issued and 84,327,208 shares outstanding as of December 31, 2025		94			85
Treasury stock, at cost; 6,077,426 shares and 839,396 shares as of June 30, 2026 and December 31, 2025, respectively		(15,600	)		(2,847	)
Additional paid-in capital		480,082			451,914
Accumulated deficit		(201,782	)		(28,976	)
Total stockholders’ equity		262,794			420,176
Total liabilities and stockholders’ equity	$	358,452		$	638,886

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

PROCAP FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share and per share data, unaudited)

	Three Months Ended			Six Months Ended			Period from June 10, 2025 (Inception) through
	June 30, 2026			June 30, 2026			June 30, 2025

Revenue	$	37		$	38		$	-

Operating Expenses
General and administrative		11,304			15,556			8
Stock-based compensation		3,723			7,263			-
Total Operating Expenses		15,027			22,819			8
Operating Loss		(14,990	)		(22,781	)		(8	)

Other Income (expense)
Unrealized (loss) gain on digital assets		(49,362	)		(154,829	)		14,296
Realized loss on digital assets		(2,676	)		(2,676	)		-
Change in fair value of convertible notes conversion feature		109			946			-
Realized loss on put option liability		-			(914	)		-
Gain on extinguishment of debt		-			5,933			-
Interest and dividend income		128			871			-
Interest expense		(760	)		(1,860	)		-
Change in fair value of derivative liability		-			-			10,330
Other (expenses) income, net		(52,561	)		(152,529	)		24,626

Net (Loss) Income Before Taxes	$	(67,551	)	$	(175,310	)	$	24,618

Income tax benefit		(2,504	)		(2,504	)		-

Net (Loss) Income	$	(65,047	)	$	(172,806	)	$	24,618

Weighted average number of shares of common stock outstanding, basic		89,394,753			86,164,488			3,809,524
Net (loss) income per common stock, basic	$	(0.73	)	$	(2.01	)	$	6.46

Weighted average number of shares of common stock outstanding diluted		89,394,753			86,164,488			28,404,762
Net (loss) income per common stock, diluted	$	(0.73	)	$	(2.01	)	$	0.50

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

PROCAP FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except for share and per share data, unaudited)

Three Months Ended June 30, 2026


	Preferred Stock				Common Stock				Treasury Stock						Additional Paid In			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Equity

Balance as of March 31, 2026		-	$	-		85,563,025	$	85		(3,506,452	)	$	(10,845	)		454,443		$	(136,735	)	$	306,948
Stock-based compensation		-		-		-		-		-			-			3,723			-			3,723
Issuance of common stock upon settlement of RSU		-		-		671,936		1		-			-			(1	)		-			-
Purchase of treasury stock		-		-		-		-		(2,570,974	)		(4,755	)		-			-			(4,755	)
Shares issued on acquisition of Silvia		-		-		8,416,951		8								21,917						21,925
Net loss		-		-		-		-		-			-			-			(65,047	)		(65,047	)
Balance as of June 30, 2026		-	$	-		94,651,912	$	94		(6,077,426	)	$	(15,600	)	$	480,082		$	(201,782	)	$	262,794

Six Months Ended June 30, 2026

	Preferred Stock				Common Stock				Treasury Stock						Additional Paid In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Equity

Balance as of December 31, 2025		-	$	-		85,166,604	$	85		(839,396	)	$	(2,847	)		451,914	$	(28,976	)	$	420,176
Stock-based compensation		-		-		-