BRR merger with ProCap BTC, LLC (via Pubco ProCap Financial, Inc.)
ProCap BTC, LLC - Anthony Pompliano's bitcoin treasury vehicle - was incorporated 2025-06-10 as a Delaware LLC whose 'material assets consist solely of approximately 4,951 Bitcoin' purchased at an average $104,333.56 with the proceeds of a … (United States)Pre-revenue: the filings show no meaningful actual revenue for the most recent reported period.
Announced 23 June 2025.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- PIPE
- ≈ $752M · unsourced
- Exchange ratio
CCCM securities -> substantially equivalent Pubco securities at Closing; Seller: 10,000,000 Pubco shares + 15% of Adjustment Shares; Preferred: units x 1.25 + 85% of Adjustment Shares (BTC-price-linked, capped $200,000)more ▾less ▴
Combined: $516.5M ProCap BTC non-voting preferred units @ $10.00 (pre-funded into bitcoin at signing, Anchorage custody) + $235M convertible notes purchased at 97% of principal, funded at Closingmore ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
Sponsor Earnout: all 8,333,333 founder shares restricted, vest at Pubco close >= $10.21 (20/30 days) or BTC VWAP >= $140,000 (5-day) within 2 years of Closing, else vest at 2nd anniversary; change-of-control >= $10.21 accelerates. Seller Earnout Agreement also effective 2025-12-03 (8-K 0001213900-25-118495)more ▾less ▴
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: ProCap Financial, Inc. (ProCap BTC, LLC)
from DEFM14AThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
ProCap BTC, LLC - Anthony Pompliano's bitcoin treasury vehicle - was incorporated 2025-06-10 as a Delaware LLC whose 'material assets consist solely of approximately 4,951 Bitcoin' purchased at an average $104,333.56 with the proceeds of a $516.5M preferred equity private placement (51,650,000 units at $10.00, signed 2025-06-23), custodied at Anchorage Digital Bank; a further $235M zero-coupon convertible note financing (130% conversion rate, up to 36-month maturity, 2x collateralized - ~88.5% of the BTC pledged, U.S. Bank as collateral agent) funded at closing, for >$750M total raised in the company's first months. The Columbus Circle Capital Corp I de-SPAC CLOSED 2025-12-05 and ProCap Financial, Inc. began trading on Nasdaq 2025-12-08 under BRR (it took over the SPAC's ticker); pre-close ProCap's sole board manager was Pompliano (CEO of the public company), with common units held by his Inflection Points Inc (d/b/a Professional Capital Management, the 'Seller') and Jeffrey Park. The stated strategy is Strategy-style BTC accumulation plus building revenue-generating 'bitcoin-native financial services for independent investors' - at closing it was a treasury with no disclosed operating revenue.
Founded 2025.
The filings show no meaningful actual revenue for the most recent reported period.
ProCap Financial, Inc. (ProCap BTC, LLC) — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 3 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what ProCap Financial, Inc. (ProCap BTC, LLC) actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
ProCap Financial, Inc. (ProCap BTC, LLC) has no meaningful revenue yet, so no multiple is computable — this is priced on a story, not on financials.
The company reports no meaningful sales yet, so there is nothing to divide the price by.
No announced deal value, so there is no price to divide.
No meaningful revenue in the most recent reported period.
Not computable — the filings show no meaningful revenue for the most recent reported period.
$1 of their sales costs $109.39 on the open market. Median of 3 listed companies we judged a true comparable, which individually run from 7.08× to 174.76×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- No announced deal value — nothing to strike a multiple on.
- NAKA, XXI, SMLR, DTCX, BRR, ABTC, ANTA, OFS, AVX, BANX, ANY, IPO-CONU have no revenue to divide by, so they are shown but left out of the peer median.
The 15 listed companies it is measured against, and why
- MSTR109.39× revenue
Strategy (MicroStrategy) - the archetype leveraged bitcoin-treasury public company whose mNAV framework ProCap's own proxy adopts; the primary comparable.
- NAKAno revenue multiple
Direct comp: Blockchain & Cryptocurrency (NEC); micro-cap ($154m); shares bitcoin, btc, treasury, native, strategy, revenue with the target's own description; forward EV/Sales 5.3x.
- XXIno revenue multiple
Twenty One Capital - the other 2025 bitcoin-treasury de-SPAC (Tether/Cantor-backed); the closest precedent transaction and direct competitor for 'BTC per share' capital.
- BMNR174.76× revenue
Direct comp: Blockchain & Cryptocurrency (NEC); mid-cap ($7.6bn); shares btc, bitcoin, accumulation, treasury, financial, public with the target's own description; forward EV/Sales 85.4x.
- MARA7.08× revenue
MARA Holdings - largest listed BTC hodler among miners; benchmarks how the market values large corporate BTC stacks with an operating business attached.
- SMLRno revenue multiple
Semler Scientific - small-cap bitcoin-treasury adopter; shows the mNAV compression risk for sub-scale treasury companies.
- DTCXno revenue multiple
Operational comp: Blockchain & Cryptocurrency (NEC); micro-cap ($84m); shares btc, bitcoin, treasury, digital, approximately, inc with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- BRRno revenue multiple
Operational comp: Financial Technology (Fintech) (NEC) (Financials group); small-cap ($301m); shares procap, bitcoin, treasury, investors, agent, financial with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- ABTCno revenue multiple
Operational comp: Cryptocurrency Mining; small-cap ($1.6bn); shares bitcoin, anchorage, accumulation, bank, digital, assets with the target's own description; forward EV/Sales 1.7x.
- ANTAno revenue multiple
Operational comp: Blockchain & Cryptocurrency (NEC); micro-cap ($213m); shares bitcoin, collateral, treasury, financing, digital, under with the target's own description; forward EV/Sales 8.7x.
- OFSno revenue multiple
Operational comp: Closed End Funds; micro-cap ($64m); shares purchased, strategy, capital, preferred, common, closed with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- AVXno revenue multiple
Operational comp: Cryptocurrency Mining; micro-cap ($141m); shares bitcoin, accumulation, treasury, strategy, building, financial with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- BANXno revenue multiple
Operational comp: Closed End Funds; micro-cap ($170m); shares convertible, capital, preferred, common, closed, plus with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- ANYno revenue multiple
Operational comp: Cryptocurrency Mining; micro-cap ($10m); shares bitcoin, consist, approximately, digital, corp, with with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- IPO-CONUno revenue multiple
Operational comp: Closed End Funds; shares convertible, preferred, total, common, closed, equity with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Sponsor Earnout: all 8,333,333 founder shares restricted, vest at Pubco close >= $10.21 (20/30 days) or BTC VWAP >= $140,000 (5-day) within 2 years of Closing, else vest at 2nd anniversary; change-of-control >= $10.21 accelerates. Seller Earnout Agreement also effective 2025-12-03 (8-K 0001213900-25-118495)
Set against the actuals: the target is pre-revenue in its most recent reported period, so every earnout trigger sits above a base of roughly zero.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.