ProCap Posts $2.47M Net Income, Trust Account Hits $253.7M

TL;DR

**PCAPU is a cash-rich SPAC with a ticking clock; find a deal or face liquidation, making it a speculative play on management's ability to execute.**

AI Summary

ProCap Acquisition Corp (PCAPU) reported a net income of $2,465,109 for the three months ended September 30, 2025, and a net income of $3,390,355 for the period from inception (January 2, 2025) through September 30, 2025. The company, a blank check company, has not commenced operations and generates non-operating income primarily from interest earned on its Trust Account, which totaled $2,592,486 for the quarter and $3,707,094 since inception. General and administrative costs were $134,400 for the quarter and $337,950 since inception. As of September 30, 2025, PCAPU held $253,707,094 in its Trust Account and had $1,208,574 in cash outside the trust. The company completed its Initial Public Offering on May 22, 2025, raising $250,000,000 from 25,000,000 units and an additional $4,300,000 from 430,000 Private Placement Units. A deferred underwriting fee of $11,250,000 remains a significant liability. The company's primary strategic outlook is to complete a Business Combination within 24 months from the IPO, with a fair market value of at least 80% of the Trust Account's net balance.

Why It Matters

For investors, ProCap's significant cash in the Trust Account ($253.7 million) and the 24-month window to complete a Business Combination are critical. The company's ability to generate interest income ($3.7 million since inception) helps offset administrative costs, preserving capital for a potential acquisition. However, the $11.25 million deferred underwriting fee represents a substantial future obligation. The competitive SPAC market means ProCap must identify an attractive target quickly to avoid liquidation, which would return only the trust value to public shareholders, potentially impacting investor returns if a premium deal isn't secured.

Risk Assessment

Risk Level: medium — The risk level is medium due to the inherent nature of SPACs, specifically the 'Completion Window' of 24 months from the May 22, 2025 IPO to complete a Business Combination. If ProCap fails to complete a Business Combination within this timeframe, public shares will be redeemed at approximately $10.15 per share, potentially limiting upside for investors who bought above this price. Additionally, the Sponsor's ability to satisfy indemnification obligations is uncertain as their only assets are company securities.

Analyst Insight

Investors should monitor PCAPU closely for any announcements regarding a potential Business Combination target. Given the redemption value of $10.15 per share, investors should consider their entry price relative to this floor. If no attractive target emerges, consider exiting before the 24-month deadline to avoid potential opportunity cost or minimal returns.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$255,038,659

total Debt

$11,371,124

net Income

$2,465,109

eps

$0.08

gross Margin

N/A

cash Position

$1,208,574

revenue Growth

N/A

Key Numbers

• $2.47M — Net Income (For the three months ended September 30, 2025, demonstrating profitability from trust account interest.)
• $253.7M — Cash in Trust Account (As of September 30, 2025, representing the primary asset for a Business Combination and shareholder redemption.)
• $3.71M — Interest Earned on Trust Account (From inception through September 30, 2025, contributing significantly to net income.)
• $11.25M — Deferred Underwriting Fee (A significant liability payable upon completion of a Business Combination.)
• 25,000,000 — Class A Ordinary Shares Subject to Redemption (As of November 7, 2025, representing the majority of outstanding shares.)
• $10.15 — Redemption Value Per Share (The per-share price for Class A ordinary shares if redeemed, providing a floor for public shareholders.)
• 24 months — Business Combination Completion Window (The maximum time from IPO (May 22, 2025) to complete an acquisition, a critical deadline for the SPAC.)

Key Players & Entities

• ProCap Acquisition Corp (company) — Registrant and blank check company
• ProCap Acquisition Sponsor, LLC (company) — Company's sponsor and related party
• Odyssey Transfer and Trust Company (company) — Trustee for the Trust Account
• $2,465,109 (dollar_amount) — Net income for the three months ended September 30, 2025
• $3,390,355 (dollar_amount) — Net income from inception (January 2, 2025) through September 30, 2025
• $253,707,094 (dollar_amount) — Cash held in Trust Account as of September 30, 2025
• $11,250,000 (dollar_amount) — Deferred underwriting fee
• May 22, 2025 (date) — Closing date of the Initial Public Offering
• 24 months (date) — Completion Window for Business Combination from IPO
• $10.15 (dollar_amount) — Redemption value per Class A ordinary share

FAQ

Risk Factors

• Dependence on Trust Account for Operations [high — financial]: ProCap Acquisition Corp's primary source of funds is its Trust Account, holding $253,707,094 as of September 30, 2025. The company generates non-operating income solely from interest on this account. Without a successful Business Combination, the company will be forced to liquidate and redeem shares, potentially exhausting its capital.
• Business Combination Deadline [high — operational]: The company has a strict 24-month deadline from its IPO on May 22, 2025, to complete a Business Combination. Failure to do so will result in the redemption of public shares and dissolution, impacting the company's ability to execute its strategy.
• Deferred Underwriting Fee Liability [medium — financial]: A significant deferred underwriting fee of $11,250,000 is a liability that becomes payable upon the completion of a Business Combination. This fee represents a substantial outflow of capital that could impact the value available to shareholders post-combination.
• Shareholder Redemption Risk [high — financial]: Public shareholders have the right to redeem their shares at a per-share price equal to the aggregate amount in the Trust Account. A high redemption rate could deplete the Trust Account, making it difficult to complete a Business Combination or leaving insufficient capital for the combined entity.
• Lack of Operational History [medium — operational]: As a blank check company, ProCap Acquisition Corp has not commenced operations and has no operating history. Its financial performance is entirely dependent on the interest income from its Trust Account and the successful execution of a Business Combination.

Industry Context

ProCap Acquisition Corp operates within the Special Purpose Acquisition Company (SPAC) sector. This industry has seen significant growth and subsequent scrutiny, with companies like PCAPU focused on identifying and merging with targets in specific industries. The competitive landscape involves numerous SPACs vying for attractive acquisition targets within defined timeframes, often facing pressure from market volatility and regulatory changes.

Regulatory Implications

As a SPAC, ProCap Acquisition Corp is subject to SEC regulations governing IPOs, disclosures, and business combinations. The company must adhere to rules regarding shareholder redemption rights, trust account management, and the process of merging with a target. Failure to comply with these regulations can lead to penalties and impact the viability of the Business Combination.

What Investors Should Do

1. Monitor Business Combination progress and target identification.
2. Evaluate the terms of any proposed Business Combination.
3. Understand redemption rights and potential impact on capital.
4. Assess the company's ability to manage expenses within its current cash runway.

Key Dates

• 2025-01-02: Company Inception — Marks the official start of ProCap Acquisition Corp's existence as a blank check company.
• 2025-05-20: Registration Statement Declared Effective — Indicates regulatory approval for the Initial Public Offering.
• 2025-05-22: Initial Public Offering (IPO) Consummation — The company raised $250,000,000 from the sale of units, providing capital for its Business Combination search.
• 2025-05-22: Private Placement Consummation — An additional $4,300,000 was raised from the Sponsor, strengthening the company's capital base.
• 2025-09-30: Balance Sheet Date — Represents the snapshot of the company's financial position, including its Trust Account balance.

Glossary

Blank Check Company

A company formed with the sole purpose of raising capital through an initial public offering (IPO) to acquire or merge with an existing company. (Defines the nature of ProCap Acquisition Corp and its business model.)

Trust Account

An account established by a SPAC to hold the proceeds from its IPO, typically invested in U.S. Treasury bills or money market funds, to protect investor capital until a Business Combination is completed. (The primary asset of PCAPU, generating interest income and serving as the source for shareholder redemptions.)

Business Combination

The acquisition or merger of a target company by a Special Purpose Acquisition Company (SPAC). (The core objective of ProCap Acquisition Corp's existence and the trigger for significant financial events.)

Deferred Underwriting Fee

A portion of the underwriting fees that is not paid at the time of the IPO but is contingent upon the completion of a Business Combination. (A significant liability for PCAPU, impacting the net proceeds available after a successful merger.)

Class A Ordinary Shares Subject to Possible Redemption

Shares issued in the IPO that holders can redeem for cash at a specified price upon the occurrence of certain events, typically a Business Combination. (Represents the majority of PCAPU's outstanding shares and a potential outflow of capital from the Trust Account.)

Sponsor

The entity or individuals who organize and promote a SPAC, typically investing their own capital and receiving founder shares and warrants. (ProCap Acquisition Sponsor, LLC is the sponsor of PCAPU, involved in private placements and potentially working capital loans.)

Year-Over-Year Comparison

As this is the first 10-Q filing for ProCap Acquisition Corp since its inception and IPO in May 2025, there are no prior year comparable periods to analyze. The current filing reflects the initial capital raised from the IPO and private placements, the establishment of the Trust Account, and the generation of non-operating income from interest. Key liabilities include the deferred underwriting fee, and the primary 'risk' is the time-bound nature of completing a Business Combination.

Key Financial Figures

• $0.0001 — LLC Class A ordinary shares, par value $0.0001 per share PCAP The Nasdaq Stock Market
• $11.50 — ordinary share at an exercise price of $11.50 per share PCAPW The Nasdaq Stock Market

Filing Documents

• ea0264208-10q_procap.htm (10-Q) — 425KB
• ea026420801ex31-1_procap.htm (EX-31.1) — 12KB
• ea026420801ex31-2_procap.htm (EX-31.2) — 12KB
• ea026420801ex32-1_procap.htm (EX-32.1) — 5KB
• ea026420801ex32-2_procap.htm (EX-32.2) — 5KB
• 0001213900-25-108209.txt ( ) — 3527KB
• pcapu-20250930.xsd (EX-101.SCH) — 39KB
• pcapu-20250930_cal.xml (EX-101.CAL) — 18KB
• pcapu-20250930_def.xml (EX-101.DEF) — 201KB
• pcapu-20250930_lab.xml (EX-101.LAB) — 324KB
• pcapu-20250930_pre.xml (EX-101.PRE) — 208KB
• ea0264208-10q_procap_htm.xml (XML) — 304KB

Financial Information

Part I. Financial Information

Interim Financial Statements

Item 1. Interim Financial Statements 1 Balance Sheet as of September 30, 2025 (Unaudited) 1 2 3 4

Notes to Financial Statements (Unaudited)

Notes to Financial Statements (Unaudited) 5

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 18

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 20

Controls and Procedures

Item 4. Controls and Procedures 20

Other Information

Part II. Other Information

Legal Proceedings

Item 1. Legal Proceedings 21

Risk Factors

Item 1A. Risk Factors 21

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 22

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 22

Other Information

Item 5. Other Information 22

Exhibits

Item 6. Exhibits 23

Signatures

Part III. Signatures 24 i

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Interim Financial Statements

Item 1. Interim Financial Statements. PROCAP ACQUISITION CORP BALANCE SHEET SEPTEMBER 30, 2025 (UNAUDITED) Assets: Current assets Cash $ 1,208,574 Prepaid expenses 122,991 Total current assets 1,331,565 Cash held in Trust Account 253,707,094 Total Assets $ 255,038,659 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit Current liabilities Accrued offering costs $ 75,000 Accrued expenses 22,779 Promissory note – related party 23,345 Total current liabilities 121,124 Deferred underwriting fee 11,250,000 Total Liabilities 11,371,124 Commitments and Contingencies (Note 6) Class A ordinary shares subject to possible redemption, $ 0.0001 par value; 25,000,000 shares at redemption value of $ 10.15 per share 253,707,094 Shareholders' Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 300,000,000 shares authorized; 430,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) 43 Class B ordinary shares, $ 0.0001 par value; 30,000,000 shares authorized; 6,250,000 shares issued and outstanding (1) 625 Additional paid-in capital — Accumulated deficit ( 10,040,227 ) Total Shareholders' Deficit ( 10,039,559 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit $ 255,038,659 The accompanying notes are an integral part of the unaudited financial statements. 1 PROCAP ACQUISITION CORP (UNAUDITED) For the Three Months Ended September 30, 2025 For the period from January 2, 2025 (Inception) Through September 30, 2025 General and administrative costs $ 134,400 $ 337,950 Loss from Operations ( 134,400 ) ( 337,950 ) Other income: Change in fair value of over-allotment option liability 7,023 21,211 Interest earned on cash held in Trust Ac

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (Unaudited) NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ProCap Acquisition Corp (the "Company") is a blank check company incorporated as a Cayman Islands exempted corporation on January 2, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the "Business Combination"). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of September 30, 2025, the Company had not commenced any operations. All activity for the period from January 2, 2025 (inception) through September 30, 2025 relates to the Company's formation and the initial public offering (the "Initial Public Offering"), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering which are held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The registration statement for the Company's Initial Public Offering was declared effective on May 20, 2025. On May 22, 2025, the Company consummated the Initial Public Offering of 25,000,000 units (the "Units" and, with respect to the Class A ordinary shares included in the Units being offered, the "Public Shares"), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 250,000,000 . Each Unit

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (Unaudited) The Company will provide the Company's public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less income taxes payable), divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially valued at $ 10.00 per public share. The ordinary shares subject to possible redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less in

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (Unaudited) In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company's founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $ 1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $ 10.00 per unit. The units would be identical to the Private Placement Units. As of September 30, 2025, the Company had no borrowings under the Working Capital Loans. In connection with the Company's assessment of going concern considerations in accordance with Accounting Standards Codification ("ASC") 205-40, "Presentation of Financial Statements - Going Concern," while there was substantial doubt previously, due to the cash on hand and working capital described above, the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has 24 months to complete the initial Business Combination. Management has determined that upon the receipt of the proceeds from the Initial Public Offering (see Note 3), the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the unaudited financial statements. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have

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