- ProCap raised $750M to build a $1B bitcoin treasury ahead of its public listing.
- The CCCM merger gives ProCap investors early exposure to BTC before the deal is completed.
- ProCap will deploy its bitcoin holdings to generate revenue and manage institutional risk.
Bitcoin-native fintech company ProCap BTC, launched by Anthony Pompliano, has entered into a merger agreement of up to $1 billion with Columbus Circle Capital Corp. I (NASDAQ: CCCM), a special-purpose acquisition company. The transaction announced on June 23 will create ProCap Financial, Inc., a public company holding up to $1 billion in bitcoin.
To prepare for the transaction, ProCap raised $516.5 million through a preferred equity sale and secured $235 million in convertible notes. These funds will be used to acquire bitcoin before the merger’s close. As a result, future shareholders will gain immediate exposure to bitcoin through a custodial arrangement that holds the assets ahead of the closing.
The equity and debt placements drew support from both institutional and bitcoin-native investors. Key participants included Magnetar Capital, Arrington Capital, Blockchain.com, FalconX, and BSQ Capital Partners. Industry veterans like Mark Yusko and Jason Williams also contributed to the fundraising.
Pompliano stated that the financing represents a new model for accessing bitcoin markets via traditional capital structures. “ProCap Financial is designed to meet the rising demand for bitcoin-native services in institutional finance,” he said.
ProCap to Integrate Bitcoin With Traditional Finance
Upon completion, ProCap Financial will be among the largest publicly listed companies with a bitcoin treasury. The approach it uses entails leveraging its bitcoin balance to generate yield and revenue through structured financial products. The merger also values the company at up to $1 billion, which is subject to the final value of Bitcoin’s assets at the end of the deal.
Gary Quin, CEO of CCCM, said the decision to partner with Pompliano stemmed from his extensive experience in digital assets and financial innovation. “We sought a transformative platform led by someone with vision and credibility,” Quin said.
The deal allows ProCap Financial to issue new shares to its investors based on the value of the bitcoin purchased. Investors who participated in the preferred equity round will receive shares at a minimum of 1.25 times their contribution value.
The convertible notes are charged with a 130% conversion equity, zero percent interest, and a maximum maturity of 36 months. These notes will be backed by cash or bitcoin assets. Moreover, U.S. Bank National Trust will hold the instruments as a collateral agent.
Related: DDC Plans $528M Bitcoin Treasury with Major Global Investors
Timeline and Legal Oversight for the Business Combination
The transaction is anticipated to be finalized by the end of 2025, pending review and approval by the U.S. Securities and Exchange Commission (SEC) and approval from ProCap and CCCM shareholders. All terms of the transactions, share issuance limits, and bitcoin pricing remain subject to final agreements and market fluctuations.
Cohen & Company Capital Markets is serving as ProCap BTC’s exclusive financial advisor. Reed Smith LLP, Ellenoff Grossman & Schole LLP, and Ogier are among the legal firms advising on the transaction.
Pompliano’s new platform joins a growing list of bitcoin treasury companies pursuing public listings. Industry support for such strategies has increased, as evidenced by Strategy’s continued bitcoin purchases and Metaplanet’s latest 1,111 BTC acquisition.
