BRR SEC filings, in plain English
Everything Columbus Circle Capital Corp. I has filed with the SEC that we hold — 40 filings, newest first, 23 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Columbus Circle Capital Corp I (CCCM) filed the Form 8-K counterpart to the same December 3, 2025 Item 1.01 disclosure of the Sponsor Earnout Agreement (8,333,333 Pubco shares) and Seller Earnout Agreement (9,500,000 Pubco shares) with ProCap Financial, Inc., under the June 23, 2025 Business Combination Agreement with ProCap BTC, LLC and Inflection Points Inc d/b/a Professional Capital Management. Vesting triggers are a $10.21 share price for 20 of 30 trading days, a $140,000 Bitcoin 120-hour VWAP over any five-day period, a qualifying change of control, or automatic vesting on the second anniversary of closing. Why it matters: Same terms as the concurrent 425; confirms the ProCap deal structure was finalized in early December 2025 with sponsor and seller economics effectively unconditional after two years.
What changed: Columbus Circle Capital Corp I (CCCM) reported that effective December 3, 2025 Pubco ProCap Financial, Inc. entered into a Sponsor Earnout Agreement with Columbus Circle I Sponsor Corp LLC covering 8,333,333 Pubco shares (all founder shares) and a Seller Earnout Agreement with Inflection Points Inc d/b/a Professional Capital Management covering 9,500,000 Pubco shares, in connection with the June 23, 2025 Business Combination Agreement (amended July 28, 2025) with ProCap BTC, LLC. Both blocks are transfer-restricted and vest in full on the earlier of: Pubco stock closing at or above $10.21 for 20 of any 30 consecutive trading days; Bitcoin's 120-hour VWAP reaching $140,000 during any five-day period; a change of control at implied consideration of $10.21 or more; or automatically on the second anniversary of closing. Why it matters: The earnout is nominal protection at best: 17.8 million sponsor and seller shares vest automatically two years after closing regardless of performance, and the $10.21 share-price hurdle is barely above trust value, so public holders of this Bitcoin-treasury deSPAC get almost no real alignment.
What changed: ProCap Financial filed as Rule 425 material December 4, 2025 social-media posts (X and Substack) by Anthony Pompliano, CEO of ProCap BTC and ProCap Financial, regarding the June 23, 2025 business combination agreement (amended July 28, 2025) with Columbus Circle Capital Corp. I (Nasdaq: BRR). The filing notes the ProCap Financial Form S-4 became effective November 8, 2025 and that the transaction includes a private placement of ProCap BTC preferred units and a convertible note offering to qualified institutional buyers. Why it matters: CEO social-media promotion of a bitcoin-treasury deSPAC; the underlying facts (S-4 effective November 8, 2025, preferred and convertible financings) were already disclosed.
What changed: ProCap Financial, Inc. filed under Rule 425 a notice that on December 3, 2025 Anthony Pompliano, CEO of ProCap BTC, LLC and ProCap Financial, shared posts about the transaction on X, YouTube, Apple Podcasts and Spotify. The filing's retrievable text contains only the legal legend: the June 23, 2025 Business Combination Agreement (amended July 28, 2025) with Columbus Circle Capital Corp I, and that the Form S-4 became effective November 8, 2025, alongside a private placement of ProCap BTC preferred units and convertible note subscription commitments closing with the transaction. Why it matters: Social-media soliciting material; the substantive post content is not in the filed text, and the only verifiable facts are the S-4 effectiveness date and the preferred/convertible financing structure.
What changed: Columbus Circle Capital Corp I filed under Rule 425 the Form 8-K reporting results of its December 3, 2025 extraordinary general meeting on the ProCap BTC business combination (June 23, 2025 agreement as amended July 28, 2025). All proposals passed: the Domestication Proposal to move from the Cayman Islands to Delaware and the interim charter proposal each 8,333,333 for / 0 against, and the Business Combination Proposal 19,429,420 for / 7,194,713 against / 9,961 abstaining, with a Pubco charter authorizing 600,000,000 shares (550,000,000 common, 50,000,000 preferred). Why it matters: Duplicate 425 filing of the deal-approval vote; the notable feature is that roughly 27% of votes cast opposed the ProCap business combination, an unusually large dissent for a SPAC deal vote.
What changed: At a December 3, 2025 extraordinary general meeting, Columbus Circle Capital Corp I shareholders approved every proposal for the ProCap BTC, LLC / ProCap Financial, Inc. business combination under the June 23, 2025 agreement (amended July 28, 2025). Votes: Domestication into Delaware 8,333,333 for / 0 against; interim charter 8,333,333 / 0; Business Combination Proposal 19,429,420 for / 7,194,713 against / 9,961 abstaining; Pubco charter 19,432,593 / 7,011,540 / 189,961; advisory proposals authorizing 600,000,000 shares (550,000,000 common, 50,000,000 preferred) 18,684,646 / 7,936,196 / 13,252 and perpetual existence 19,427,752 / 7,014,540 / 191,802; Nasdaq Rule 5635 issuance proposal covering shares issued in the deal plus shares reserved for convertible notes and the 2025 equity plan. Elected Pubco directors: Anthony Pompliano, Gary Quin, Bill Koutsouras, William H. Miller IV and Eric Jackson, each roughly 19.46 million for / 7.17 million withheld. Why it matters: The final shareholder gate for the CCCM/BRR to ProCap Financial deSPAC is cleared, with Pompliano and a bitcoin-treasury board slate elected — but about 27% of votes cast were against the combination, signalling material investor skepticism going into closing.
What changed: ProCap Financial, Inc. filed under Rule 425 a transcript of Anthony Pompliano's November 19, 2025 fireside chat at the ROTH Technology Conference with Roth Capital's Joe Tonnos, moderated by Lowenstein Sandler's Jamie O'Grady, covering Pompliano's background, his view that asset classes offer five-to-seven-year windows of asymmetry, and his move into public markets via Professional Capital Management. No transaction terms, financials or timelines are disclosed. Why it matters: Conference-transcript soliciting material with no deal-specific facts.
What changed: ProCap Financial, Inc. filed as Rule 425 material a November 20, 2025 Anthony Pompliano podcast transcript with ProCap BTC CIO Jeff Park discussing Bitcoin price action after the October 10 liquidation event and the drop below $90,000. The filing references the June 23, 2025 Business Combination Agreement with Columbus Circle Capital Corp. I but discloses no deal terms. Why it matters: Bitcoin market commentary filed as soliciting material; no transaction information.
What changed: ProCap Financial, Inc. filed a November 19, 2025 Pomp Podcast transcript (essentially the same Jeff Park conversation on Bitcoin price weakness) as Rule 425 material relating to the June 23, 2025 Business Combination Agreement with Columbus Circle Capital Corp. I. No deal terms disclosed. Why it matters: Duplicate Bitcoin commentary; no transaction disclosure.
What changed: ProCap Financial, Inc. filed a November 18, 2025 set of Anthony Pompliano Twitter/X posts as Rule 425 material. The substantive content is the legal notice disclosing that ProCap Financial's Form S-4 became effective on November 8, 2025, and that the proposed transactions with Columbus Circle Capital Corp. I comprise the June 23, 2025 Business Combination Agreement (amended July 28, 2025), a private placement of ProCap BTC non-voting preferred units to qualified institutional buyers, and commitments to purchase convertible notes issuable at closing. Why it matters: Confirms S-4 effectiveness on November 8, 2025 and the three-part financing structure (preferred units plus convertible notes alongside the merger) for the ProCap bitcoin treasury deSPAC.
What changed: ProCap Financial filed as Rule 425 material November 14 and 17, 2025 social-media and podcast content from CEO Anthony Pompliano, including a Max Vol Podcast episode with ProCap BTC CIO Jeff Park discussing bitcoin price action, negative ETF inflows, treasury-company buying falling short of expectations and the 50-year mortgage proposal, in connection with the Columbus Circle Capital Corp. I business combination. Why it matters: General bitcoin-market commentary filed as soliciting material; contains no transaction facts, though the CIO's remarks on weakening treasury-company demand cut against the deal's own thesis.
What changed: ProCap Financial filed under Rule 425 a November 13, 2025 Pomp Podcast transcript in which Anthony Pompliano interviews Jeff Park, partner and chief investment officer at ProCap BTC, on bitcoin trading in a $100K-$115K range, negative ETF inflows, treasury-company buying, stablecoins and macro topics. No transaction terms, ProCap financials or deal timeline are discussed. Why it matters: General bitcoin-market commentary filed as soliciting material; no deal-relevant disclosure.
What changed: Columbus Circle Capital Corp I filed its 10-Q for the quarter ended September 30, 2025. Trust held $253,824,027 against 25,000,000 Class A ordinary shares at a redemption value of $10.15 per share. Cash outside trust was $190,655; total liabilities $796,542, consisting mainly of a $684,067 deferred legal fee, with no deferred underwriting payable recorded. Also outstanding: 705,000 non-redeemable Class A shares and 8,333,333 Class B shares (reduced from 8,433,333 at December 31, 2024); as of November 13, 2025 there were 25,705,000 Class A and 8,333,333 Class B shares. Q3 net income was $1,625,328 on $2,624,404 of trust interest against $999,076 of G&A; nine-month net income $1,510,946 after a $395,400 share-based compensation charge. Why it matters: Baseline for the BRR/ProCap deSPAC vote three weeks later: $10.15 per share in trust, a clean liability stack with no deferred underwriting, and only ~$191K of operating cash.
What changed vs 2025-08-13trust $251.2M → $253.8M +1%trust account, combination deadline, going-concern doubt1 moved · 2 with no prior record of ours
- Trust account
- $251.2M$253.8M
- Combination deadline
- not previously extracted2027-05-19
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $2,624,404 was added to the trust between the two filings.
The clause …“costs — 28,557 Long-term prepaid insurance 88,965 — Marketable securities held in Trust Account 253,824,027 — Total Assets $ 254,297,927 $ 43,900 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’”…
The clause “Offering (the “Public Shares”) if the Company is unable to complete the initial Business Combination by May 19, 2027, 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the board of directors”…
The clause …“to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these condensed financial statements are issued. In”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: ProCap Financial filed under Rule 425 a notice that on November 10, 2025 Anthony Pompliano shared posts about the transaction on X/Twitter. The retrievable text contains only the legal legend, which confirms the Form S-4 became effective November 8, 2025 and describes the three-part structure: the June 23, 2025 business combination agreement (amended July 28, 2025), a private placement of non-voting ProCap BTC preferred units to qualified institutional buyers, and convertible note purchase commitments issuable at closing. Why it matters: Social-media soliciting material; the post content itself is not in the filed text, and the only verifiable facts are the S-4 effectiveness date and the preferred-plus-convertible financing structure.
What changed: ProCap BTC and Columbus Circle Capital Corp I announced on November 10, 2025 that ProCap Financial's Form S-4 was declared effective on November 8, 2025 and that BRR would hold its extraordinary general meeting to approve the business combination on December 3, 2025 at 9:00 a.m. ET, with holders of record as of October 15, 2025 entitled to vote. The BRR board unanimously recommended voting FOR the business combination proposal. On closing, the public company operates as ProCap Financial; Pompliano also flagged that the firm has been exploring complementary business opportunities with partners and industry leaders. Why it matters: Sets the operative deal timetable for BRR holders — S-4 effective November 8, 2025 and a December 3, 2025 vote with an October 15, 2025 record date, which is also the redemption-election window for public shareholders.
What changed: Columbus Circle Capital Corp I called an extraordinary general meeting for 9:00 a.m. Eastern Time on December 3, 2025 at Ellenoff Grossman & Schole LLP and virtually, to approve the business combination under an agreement amended July 28, 2025 with ProCap BTC, LLC and Inflection Points Inc d/b/a Professional Capital Management. The Seller receives 10,000,000 shares of Pubco Stock, valued at approximately $102.1 million assuming the November 4, 2025 Nasdaq closing prices of $10.21 for CCCM Class A ordinary shares and $10.70 for the units. Why it matters: The Class A shares trade at $10.21, below the $10.15 filed trust value only marginally above it, so redemption remains close to a floor - but Convertible Notes Investors are priced in at $13.00 per share, well above market, which is the level the deal must reach for that paper to be worth its face. If the closing does not occur, Preferred Equity Investors take back their pro rata Purchased Bitcoin or its cash value, so the bitcoin treasury is committed capital rather than deal proceeds.
What changed: ProCap Financial, Inc. filed a November 6, 2025 Anthony Pompliano podcast transcript with ProCap BTC CIO Jeff Park on Bitcoin price weakness and demographics of Bitcoin ownership, as Rule 425 material relating to the June 23, 2025 Business Combination Agreement with Columbus Circle Capital Corp. I. No deal terms. Why it matters: Bitcoin commentary filed as soliciting material; no transaction disclosure.
What changed: ProCap Financial, Inc. filed a November 5, 2025 Pomp Podcast transcript (the same Jeff Park conversation on Bitcoin sentiment and buyer demographics) as Rule 425 material for the Columbus Circle Capital Corp. I business combination. No deal terms. Why it matters: Duplicate promotional podcast content; no transaction information.
What changed: ProCap Financial, Inc. filed a Rule 425 attaching an October 30, 2025 Max Vol Podcast transcript with Anthony Pompliano and Jeff Park, relating to the June 23, 2025 Business Combination Agreement with Columbus Circle Capital Corp I. The content analyzes S&P's B- credit rating on Strategy, arguing the rating agency's risk-adjusted capital framework classifies Bitcoin as an intangible asset akin to goodwill and therefore produced negative risk-adjusted capital, and penalized Strategy for self-custody cybersecurity risk. Why it matters: Podcast commentary with no transaction content; relevant only as background on how credit markets are treating Bitcoin-heavy balance sheets, which bears on ProCap's post-close financing capacity.
What changed: ProCap Financial, Inc. filed a Rule 425 attaching an October 29, 2025 Pomp Podcast transcript with Anthony Pompliano and Jeff Park discussing S&P's B- rating of Strategy and its risk-adjusted capital treatment of Bitcoin, in connection with the pending Columbus Circle Capital Corp I business combination. No terms, timing or financial details of the transaction are disclosed. Why it matters: Duplicate podcast promotion of the same content filed the following day; no transaction information.
What changed: ProCap Financial, Inc. filed a Rule 425 attaching October 27, 2025 Max Vol Podcast content with Anthony Pompliano and Jeff Park plus a reference to Pompliano's Bloomberg TV appearance the same day, relating to the pending Columbus Circle Capital Corp I business combination. The discussion is Bitcoin market commentary (Bitcoin above $112,000, ETF-driven institutional bid, the four-year cycle, Coinbase's acquisition of Echo) with no transaction detail. Why it matters: Promotional podcast material only; no deal terms disclosed.
What changed: ProCap Financial, Inc. filed October 23, 2025 X/Twitter posts by CEO Anthony Pompliano and board nominee Bill Miller as Rule 425 material relating to the June 23, 2025 Business Combination Agreement (amended July 28, 2025) with Columbus Circle Capital Corp I. The substantive content is the standard S-4/proxy legal notice; no deal terms. Why it matters: Social-media soliciting material with no transaction disclosure.
What changed: ProCap Financial filed under Rule 425 an October 23, 2025 press release announcing that Bill Koutsouras and Bill H. Miller IV were nominated to the board of ProCap Financial, Inc., the go-forward public company after the business combination with Columbus Circle Capital Corp I (Nasdaq: BRR). On closing, Koutsouras is to serve as Lead Independent Director and Audit Committee Chair and Miller as an Independent Director, alongside CEO Anthony Pompliano, Eric Jackson and Gary Quin. Why it matters: Pre-close board slate announcement — governance color for the post-deSPAC company, but no change to deal terms or timing.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.