# ProCap Financial, Inc. (BRRWW) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_48d2d98238528e20d7cd · retrieved 2026-08-11T15:59:14.289Z

## Overview
ProCap Financial, Inc. is a U.S.-based modern finance company founded in 2025 that combines Bitcoin-focused media products and Bitcoin treasury holdings with AI and automation strategies to support financial products and services for independent investors.

ProCap Financial, Inc. entered into a Merger Agreement dated February 9, 2026 with Silvia Merger Sub, Inc. (a ProCap subsidiary), CFO Silvia, Inc., Inflection Points, Inc., and Shain Noor to acquire CFO Silvia. At closing, Merger Sub will merge into CFO Silvia, with CFO Silvia surviving as a ProCap subsidiary. Each share of CFO Silvia common stock will convert into the right to receive ProCap Common Stock. The aggregate consideration is up to 18,000,000 shares of ProCap Common Stock, consisting of base merger consideration and earnout shares. If ProCap's volume-weighted trading price equals or exceeds $9.00 during the earnout period, earnout shares will be issued within ten business days of that measurement date. The earnout is conditioned on Shain Noor's continued employment and good standing. A portion of merger consideration will be held in escrow for twelve months to secure indemnification obligations. Shares issued in the Merger are subject to lock-up provisions and transfer restrictions.

## Terms
- Counterparty: CFO Silvia, Inc. · Consideration: stock

## Key dates
- Announced 2026-03-02 · Record 2026-02-10 · Vote 2026-03-27 · Completed 2026-04-06

## Timeline
- 2026-03-02 · DEFM14A (0001493152-26-008544): DEFM14A - ProCap Financial, Inc. — *ProCap Financial, Inc. is a U.S.-based modern finance company founded in 2025 that combines Bitcoin-focused media products and Bitcoin treasury holdings with AI and automation strategies to support financial products and services for independent investors.* ProCap Financial, Inc. entered into a Merger Agreement dated February 9, 2026 with Silvia Merger Sub, Inc. (a ProCap subsidiary), CFO Silvia, Inc., Inflection Points, Inc., and Shain Noor to acquire CFO Silvia. At closing, Merger Sub will merge into CFO Silvia, with CFO Silvia surviving as a ProCap subsidiary. Each share of CFO Silvia common stock will convert into the right to receive ProCap Common Stock. The aggregate consideration is up to 18,000,000 shares of ProCap Common Stock, consisting of base merger consideration and earnout shares. If ProCap's volume-weighted trading price equals or exceeds $9.00 during the earnout period, earnout shares will be issued within ten business days of that measurement date. The earnout is conditioned on Shain Noor's continued employment and good standing. A portion of merger consideration will be held in escrow for twelve months to secure indemnification obligations. Shares issued in the Merger are subject to lock-up provisions and transfer restrictions.
  https://www.sec.gov/Archives/edgar/data/2076163/0001493152-26-008544.txt
- 2026-04-06 · 8-K (0001493152-26-015249): 8-K 8-K
  https://www.sec.gov/Archives/edgar/data/2076163/000149315226015249/form8-k.htm

## Citations
- 0001493152-26-008544 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226008544
- 0001493152-26-015249 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226015249