ProCap BTC And Columbus Circle Capital Amend Business Combination Agreement To Offer Non-Redeeming Shareholders Additional ProCap Financial Stock Tied To Bitcoin Price Appreciation

Columbus Circle Capital Corp I Class A 0.00% Pre

Columbus Circle Capital Corp I Class A

CCCM

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ProCap BTC LLC ("ProCap BTC"), a Bitcoin-native financial services company and Columbus Circle Capital Corp I ("CCCM") (NASDAQ:CCCM), have entered into an amendment (the "Amendment") to their previously announced business combination agreement (the "Business Combination Agreement"), which is intended to provide CCCM public shareholders with exposure to the price appreciation of Bitcoin held on ProCap BTC's balance sheet. This initiative is designed to benefit the CCCM public shareholders who choose not redeem their CCCM public shares in connection with the proposed business combination between the parties (the "Business Combination")by providing them an opportunity to receive an additional number of shares of common stock of the go-forward public company, ProCap Financial, Inc. ("ProCap Financial").

In June 2025, ProCap BTC raised over $750 million as part of the proposed Business Combination, including $516.5 million in a preferred equity offering to certain investors (the "Preferred Investors"), which ProCap BTC used to acquire 4,950 Bitcoin (the "Purchased Bitcoin") at an average price of $104,343 (the "Signing Price"). As of July 27, 2025, the price of Bitcoin is approximately $118,900, implying an aggregate value of $588.6 million for the Purchased Bitcoin.

Under the Business Combination Agreement, if at the closing of the proposed Business Combination the value of the Purchased Bitcoin, based on the price of Bitcoin as determined pursuant to the Business Combination Agreement, is greater than the value of the Purchased Bitcoin based on the Signing Price, ProCap BTC unitholders would be entitled to receive additional pro rata shares of common stock of ProCap Financial (the "adjustment shares") based on the number of units owned by the particular unitholder immediately prior to closing.

These adjustment shares are allocated based on a predetermined formula set forth in the Business Combination Agreement, with 85% of the adjustment shares that may be issued allocated to the preferred equity investors. Prior to the Amendment, the remaining 15% of the adjustment shares that may be issued at the closing were initially allocated to Anthony Pompliano's investment firm, Inflection Points Inc., DBA Professional Capital Management, as the sole common unitholder of ProCap BTC. Under the Amendment, CCCM and ProCap BTC have elected to reallocate such adjustment shares to the CCCM public shareholders who do not redeem their shares of CCCM in connection with the closing of the proposed transaction.

The ProCap Financial team believes bitcoin is the new hurdle rate. If you can't beat it, you have to buy it. And now CCCM public shareholders may enjoy exposure to Bitcoin's appreciated price.

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