PCAP SEC filings, in plain English
Everything ProCap Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 38 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: This filing is a Schedule 13G/A beneficial ownership report submitted to the U.S. Securities and Exchange Commission by Meteora Capital, LLC regarding its positions in PCAP. Meteora Capital, LLC identifies itself as the reporting entity and indicates an amendment to its prior Schedule 13G disclosure for PCAP. The submitted excerpt attributes the filing to Meteora Capital, LLC but provides no amended share counts, percentage of outstanding shares, purchase prices, or acquisition dates. Why it matters: According to the text provided by Meteora Capital, LLC, the amendment contains no information bearing on PCAP’s redemption deadline, per-share trust value, extension procedures, business combination progress, or sponsor conduct. It also contains zero claims attributed to Meteora Capital, LLC or PCAP management regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because the excerpt omits all numerical ownership metrics and transaction timing, it currently offers no actionable data for investors tracking capital commitment changes, voting weight shifts, or deal execution signals.
What changed: This document is an SEC Schedule 13G beneficial ownership report identifying Barclays PLC as a holder. The provided filing text contains no numerical data, share counts, or percentage disclosures. As a result, it reports no adjustments or updates to PCAP’s redemption deadline, trust/share value, extension status, sponsor conduct, or business combination search progress. Why it matters: Because the excerpt supplies only the regulatory form designation and the holder name, it introduces no attributable statements regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel that would inform valuation, redemption behavior, or trust preservation.
What changed: Amended Schedule 13G beneficial ownership report identifying Centiva Capital, LP and Centiva Capital GP, LLC as reporting persons. The provided filing text discloses no prior-filing comparison, no adjusted share count, no percentage threshold, and no acquisition or disposition dates. It omits the purpose statement and amendment notes typically required to show how voting or investment power has shifted. Why it matters: Against ProCap’s SEARCHING status, this excerpt bears no mechanical relevance to redemption windows, trust-value preservation, extension voting, combination milestone tracking, or sponsor conduct. The document contains zero assertions regarding customer concentration, revenue recognition, total addressable market sizing, technology roadmaps, partnership frameworks, active litigation, or executive succession. Without disclosed ownership adjustments or transactional timing, the filing signals neither near-term redemption pressure nor deal-execution velocity.
What changed: 10-Q quarterly report for ProCap Acquisition Corp (PCAP) for the period ended June 30, 2026. Trust value increased to $260,439,226 ($10.42 per share) from $256,108,053 ($10.24 per share) due to interest income. Net income of $3,986,312 for six months. Cash used in operations $366,294. No business combination target selected. Deadline remains May 22, 2027. Material weakness in internal controls reported. Why it matters: Provides current trust value per share ($10.42) and confirms no target identified, deadline unchanged. Indicates sponsor continues to support via outstanding promissory note of $23,345. Going concern disclosure highlights risk of liquidation if no deal by May 2027.
What changed vs 2026-05-07trust $258.3M → $260.4M +1%going concern APPEAREDtrust account, going-concern doubt, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $258.3M$260.4M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2027-05-22
- Redeemable shares
- 25.0M · unchanged
SpacBrain reads this as $2,172,918 was added to the trust between the two filings.
The clause “13 124,358 Prepaid insurance 87,083 Total current assets 760,339 1,194,095 Cash held in Trust Account 260,439,226 256,108,053 Total Assets $ 261,199,565 $ 257,302,148 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“Combination. It is uncertain that we will be able to consummate an initial business combination by May 22, 2027. If an initial Business Combination is not consummated by the Liquidation Date, there will be mandatory liquidation and”…
The clause “0 Class B Ordinary Shares, $0.0001 par value, issued and outstanding, including 25,000,000 Class A Ordinary Shares subject to possible redemption. PROCAP ACQUISITION CORP FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026 TABLE OF CONTENTS”…
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: A Schedule 13G/A amended beneficial ownership report containing Exhibit 99.1, a Joint Filing Agreement dated August 10, 2026, executed pursuant to the Securities Exchange Act of 1934. The filing updates prior disclosures for RP Investment Advisors LP and four affiliated vehicles (RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund, and RP Alternative Credit Opportunities Fund). The attached Exhibit 99.1, signed by Richard Pilosof, Chief Executive Officer of RP Investment Advisors LP by its General Partner, formalizes a joint submission arrangement so these entities may collectively satisfy future Section 13 or Section 16 reporting obligations. The agreement remains enforceable until revoked in signed writing. It does not disclose updated share quantities, ownership percentages, acquisition dates, or shifts in voting power. Regarding SPAC tracking mechanics, this filing does not modify PCAP’s redemption deadline, adjust the per-share trust value, propose a business combination extension, advance deal execution, or reflect alterations in sponsor conduct. It exclusively standardizes the procedural route for regulatory submissions across the affiliated fund complex. Why it matters: For investors monitoring PCAP, this confirms administrative consolidation of reporting duties among related investment vehicles, which clarifies how future aggregate holdings will be tracked against the SPAC’s shareholder registry ahead of the target search window. The text contains no assertions regarding customer bases, revenue streams, market sizing, strategic direction, proprietary technology, third-party partnerships, pending litigation, or executive personnel beyond the attribution of signing authority to Richard Pilosof. It carries no transactional weight, does not trigger cash-out events, and does not indicate capital deployment or partnership formation. The substance is strictly compliance-driven, providing transparency on disclosure administration without signaling changes to redemption windows, trust distributions, merger progress, or governance behavior.
What changed: Routine compliance exhibit: Schedule 13G/A beneficial ownership amendment. Filed on 2026-05-15 under control number [0001905106-26-000100], the filing discloses that Meteora Capital, LLC holds securities in ProCap (PCAP). No share quantities, ownership percentages, or transaction dates are provided in the submitted text. Why it matters: The amendment does not alter or inform investors regarding SPAC mechanics: it references none of the obligations or milestones linked to the 2027-05-22 deadline, the $10.42 per share trust balance, extension voting, target acquisition status, or sponsor conduct. Meteora Capital, LLC makes no substantive claims in this submission regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: 10-Q (Quarterly Report) filed by ProCap Acquisition Corp, a blank-check SPAC still searching for a business combination target. Trust account value increased from $256,108,053 to $258,266,308 due to $2,158,255 of interest income; redemption value per share rose from $10.24 to $10.33. Cash on hand decreased from $1,069,737 to $886,332. No business combination target has been selected, and no substantive discussions have occurred. The company disclosed a material weakness in internal control over financial reporting. No extension or change to the May 22, 2027 deadline. Sponsor-related promissory note remains at $23,345. Why it matters: Trust per share is now $10.33, above the $10.00 IPO price, providing a modest buffer for redemptions. The lack of any target identification or discussions suggests the SPAC is still in early stages, with 13 months remaining until the deadline. The material weakness in internal controls may raise governance concerns. The declining cash balance ($886k) could limit the company's ability to fund due diligence without additional sponsor loans.
What changed vs 2025-11-10trust $253.7M → $258.3M +2%going concern RESOLVEDtrust account, going-concern doubt, redeemable shares2 moved · 1 with no prior record of ours
- Trust account
- $253.7M$258.3M
- Going-concern doubt
- statednot stated
- Redeemable shares
- 25.0M · unchanged
SpacBrain reads this as $4,559,214 was added to the trust between the two filings.
The clause “Total current assets 985,226 1,194,095 Long-term prepaid insurance 15,833 Cash held in Trust Account 258,266,308 256,108,053 Total Assets $ 259,267,367 $ 257,302,148 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
SpacBrain reads this as the substantial-doubt sentence is in the previous filing and not in this one.
The clause “0 Class B Ordinary Shares, $0.0001 par value, issued and outstanding, including 25,000,000 Class A Ordinary Shares subject to possible redemption. PROCAP ACQUISITION CORP FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026 TABLE OF CONTENTS”…
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: Annual report on Form 10-K for fiscal year ended December 31, 2025, filed by ProCap Acquisition Corp, a blank-check company formed for a business combination with a target in the financial services sector. Trust account balance grew from $250,000,000 at IPO (May 22, 2025) to $256,108,053 at December 31, 2025, yielding a per-share redemption value of approximately $10.24 (before taxes). No business combination has been identified; the deadline remains May 22, 2027 (24 months from IPO). The filing reports a net income of $5,659,179 driven by $6,108,053 in interest on trust assets. Management disclosed a material weakness in internal control over financial reporting due to limited segregation of duties and insufficient written policies. No extension or amendment to the charter has been proposed. Sponsor and officers continue to be subject to lock-up and waiver agreements. Why it matters: Investors receive the first audited financial statements post-IPO, confirming trust value accretion and the absence of a deal. The insider trading policy adopted March 14, 2026 is disclosed. The material weakness in internal controls may affect confidence in financial reporting. The filing also discloses the CEO's social media following (1.6M Twitter, 558K YouTube, 260K newsletter) as part of the business strategy, highlighting the emphasis on digital reach to attract a target. No new sponsor conduct issues.
What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership report, executed pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934. RP Investment Advisors LP, RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund, and RP Alternative Credit Opportunities Fund have consented to file future required SEC ownership disclosures jointly. Richard Pilosof, Chief Executive Officer of RP Investment Advisors LP, executed the agreement on February 19, 2026. The filing contains zero disclosures regarding PCAP’s redemption deadlines, trust account balance, extension mechanics, business combination progress, or sponsor conduct. It also makes no claims concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Although procedurally routine, the agreement indicates centralized regulatory handling among five RP-affiliated vehicles, which typically reflects coordinated position management rather than dispersed independent trading. Investors monitoring large-holder behavior should recognize that this standing arrangement ensures all future Schedule 13G amendments from these entities will be bundled until formally revoked in writing by any party, which simplifies the aggregation of beneficial ownership data. As a purely administrative compliance attachment, it introduces no commercial milestones, financing events, or governance changes that would alter expectations surrounding the search period or merger execution.
What changed: A joint acquisition statement and joint filing agreement attached to a Schedule 13G/A beneficial ownership report. The filed text discloses no share counts, percentage ownership, acquisition prices, or transaction dates. It exclusively contains an administrative acknowledgment that the preceding Schedule 13G was filed on behalf of all listed parties and that all future amendments will be filed jointly, with each signatory accepting individual responsibility for the accuracy of their own information while disclaiming responsibility for the others’ unless they know or have reason to believe it is inaccurate. Why it matters: For investors monitoring redemption deadlines, trust value, extensions, or deal progress, this exhibit does not alter the mechanics of the SPAC’s capital structure or shareholder rights. It confirms no change in beneficial ownership concentration or voting power that would impact redemption thresholds, extension votes, or sponsor conduct. The document attributes compliance duty solely to the named entities and officer per its own terms, indicating no shift in strategic direction, operational commitments, or liquidity timeline. Investors should consult the underlying amended Schedule 13G data fields for any updated percentage holdings or transaction triggers.
What changed: Routine compliance exhibit. The document does not address redemption deadlines, trust value, extensions, deal progress, or sponsor conduct. Why it matters: According to the filing text, Meteora Capital, LLC submitted a Schedule 13G to report beneficial ownership. The provided excerpt contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.(flagged for human review)
What changed: Amended Schedule 13G beneficial ownership report filed on 2025-11-14 for PCAP. Centiva Capital, LP and Centiva Capital GP, LLC submitted an amendment to a prior Schedule 13G disclosing their beneficial ownership of PCAP securities. The provided excerpt lists no amended share quantities, percentage thresholds, acquisition dates, or stated transaction purposes. It discloses no adjustments to PCAP’s $10.42 trust value per share, 2027-05-22 redemption deadline, SEARCHING status, or sponsor conduct. Why it matters: Institutional ownership amendments often accompany pre-deal positioning, extension support decisions, or redemption-driven liquidity shifts. Because this excerpt omits the updated equity stake and the filer’s stated investment objective, investors cannot yet weigh whether Centiva Capital is accumulating, reducing, or passively rebalancing its position ahead of PCAP’s 2027-05-22 deadline. The full amendment text would be required to determine any impact on business combination feasibility, governance alignment, or timeline extensions.
What changed: SEC Schedule 13G beneficial ownership report. The filing discloses that J. Goldman & Co LP, J. Goldman Capital Management, Inc., and Jay G. Goldman have reported beneficial ownership in PCAP. The provided excerpt does not contain share quantities, percentage thresholds, acquisition dates, or a stated purpose for the transaction. No changes to the May 22, 2027 liquidation deadline, the $10.42 per-share trust value, redemption procedures, or sponsor composition are indicated in the text. Why it matters: A Schedule 13G generally signals passive equity positioning rather than an effort to exercise control or direct deal execution. According to standard SEC classification, this filing serves as routine compliance disclosure for equity holdings exceeding applicable reporting thresholds. It does not mechanically accelerate or extend the May 22, 2027 deadline, alter the $10.42 per-share trust account valuation, modify redemption mechanics, or reflect sponsor conduct changes. Without the full document revealing exact ownership percentages, affiliation details, or investment intent, the filing holds no immediate bearing on deal progress or capital structure timelines.
What changed: A Schedule 13G, identified by the SEC as a routine beneficial ownership report. Centiva Capital, LP and Centiva Capital GP, LLC are listed as reporting holders. The provided excerpt specifies no share quantities, acquisition dates, or exact percentage thresholds. Accordingly, no modifications to the redemption deadline (2027-05-22), the documented trust value ($10.42 per share), extension mechanisms, combination progress, or sponsor conduct are reported in this text. Why it matters: As a routine compliance exhibit, the filing registers institutional holding without altering the mechanical parameters governing public shareholder redemptions or trust payouts. The document contains zero assertions regarding customer relationships, revenue metrics, market size, corporate strategy, technology development, partnership structures, litigation exposure, or personnel changes. During the ongoing SEARCHING phase, sustained institutional positioning relative to the stated $10.42 per share trust level generally reflects baseline capital continuity rather than active deal acceleration. Because the excerpt lacks a purpose statement, voting agreement, or amendment flag, the filing neither advances nor postpones the 2027-05-22 redemption horizon. Investors tracking how sponsor alignment impacts trust solvency or voting weight ahead of the cutoff should review the complete 13G for any declared intent to propose a Business Combination or negotiate working-capital accommodations that could reshape redemption economics.
What changed: A routine compliance exhibit — a Joint Filing Agreement (Exhibit A) appended to an amended Schedule 13G beneficial ownership report, executed pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. The provided filing text consists solely of the execution page listing Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; and Frederick V. Fortmiller, Jr. as signatories. It discloses no share quantities, ownership percentages, or amendment specifics. Accordingly, it reports no adjustments to PCAP’s redemption deadline calendar (2027-05-22), its $10.42 per share trust value mechanics, extension provisions, business combination advancement, or sponsor conduct. Why it matters: While the agreement does not modify the SPAC’s SEARCHING status or trust distribution framework, it legally consolidates the voting and redemption exposure of the seven affiliated Harraden Circle vehicles and Mr. Fortmiller into a single reporting block. Investors tracking potential shareholder alignment, proxy solicitation, or cash redemption pressure ahead of a target announcement must treat these entities as a unified position rather than disparate holdings. The document contains no claims regarding target customers, revenue projections, market sizing, technological roadmaps, strategic partnerships, active litigation, or executive personnel changes.
What changed: Quarterly report on Form 10-Q for ProCap Acquisition Corp for the quarter ended September 30, 2025, filed November 10, 2025. ProCap remains a blank-check company with no target selected and, per management, no substantive discussions with any business combination target. The underwriters' remaining over-allotment option expired unexercised on July 6, 2025, and 75,000 founder shares were forfeited. The filing reports cash held in trust of $253,707,094, presented at a $10.15 per-share redemption value, with $3,707,094 of interest earned on trust assets during the period. Sponsor promissory note balance was $23,345 and is due on demand; no working capital loans were outstanding. Why it matters: This is the SPAC's first quarterly report after its May 22, 2025 IPO. It confirms the 24-month completion window runs to May 22, 2027 and shows continued trust accretion, no deal progress or target discussions, and the post-IPO capital structure. For redemption-calendar tracking, it updates per-share trust value and confirms the sponsor/insider waiver structure remains standard.
What changed vs 2025-08-11trust $251.1M → $253.7M +1%trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $251.1M$253.7M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 25.0M · unchanged
SpacBrain reads this as $2,592,486 was added to the trust between the two filings.
The clause …“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”…
The clause …“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”…
The clause “0 Class B Ordinary Shares, $0.0001 par value, issued and outstanding, including 25,000,000 Class A Ordinary Shares subject to possible redemption. PROCAP ACQUISITION CORP FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025 TABLE OF”…
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: Schedule 13G, a U.S. Securities and Exchange Commission beneficial ownership report filed when an entity acquires direct or indirect beneficial ownership of a registered class of equity securities above a statutory disclosure threshold. The provided filing text identifies Centiva Capital, LP and Centiva Capital GP, LLC as holders submitting a Schedule 13G for PCAP. The excerpt contains no reported ownership percentages, acquisition dates, voting or investment power adjustments, or statements addressing redemption expectations, trust account preservation, extension voting intent, business combination execution, or sponsor conduct. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present in the submitted language. Why it matters: For a SPAC in SEARCHING status approaching its redemption deadline of 2027-05-22, any institutional entry that triggers Schedule 13G disclosure can affect shareholder quorum thresholds, extension amendment votes, and potential redemption timing relative to the reported trust value per share of $10.42. Reviewing the complete filing would clarify whether Centiva Capital is accumulating passively or preparing to influence governance decisions before the trust sunset and warrant exercise periods.
What changed: Quarterly report on Form 10-Q for the period ended June 30, 2025, including unaudited interim financial statements (balance sheet, income statement, statement of changes in shareholders' deficit, statement of cash flows) and management discussion and analysis. This is the first periodic report (10-Q) since the SPAC's IPO on May 22, 2025. It reflects the initial capitalization: $250 million in trust from the sale of 25 million units at $10.00 each (including a partial over-allotment of 3 million units), and $4.3 million from a private placement of 430,000 units to the sponsor. The trust holds $251,114,608. As of June 30, 2025, the SPAC had cash of $1,367,369 and a working capital surplus of $1,337,818. 75,000 founder shares were subsequently forfeited on July 6, 2025, as the remaining over-allotment option expired unexercised. The company has a 24-month deadline (May 2027) to complete an initial business combination. The filing notes a material weakness in internal control over financial reporting due to limited personnel. Why it matters: This filing establishes the baseline financial position for this newly public SPAC. Key data for investors: trust value at $10.04 per share (creating approximately $0.04 in interest per share above the $10.00 IPO price), a 2027 deadline, $1.37 million in working capital outside the trust, and a disclosed internal control weakness. No target or letter of intent has been announced. The trust redemption value per share ($10.04) is important for shareholders considering redemption at the time of a future deal.
trust account, going-concern doubt, redeemable sharesnothing moved · 3 with no prior record of ours
- Trust account
- not previously extracted$251.1M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 25.0M · unchanged
The clause …“Cash $ 1,367,369 Prepaid expenses 124,995 Total current assets 1,492,364 Cash held in Trust Account 251,114,608 Total Assets $ 252,606,972 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders Deficit”…
The clause …“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”…
The clause “0 Class B Ordinary Shares, $0.0001 par value, issued and outstanding, including 25,000,000 Class A Ordinary Shares subject to possible redemption. PROCAP ACQUISITION CORP FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025 TABLE OF CONTENTS”…
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: A Form 8-K current report accompanied by an attached press release, disclosing a routine administrative update regarding the decoupling and separate listing of a SPAC's capital stack components. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: the filing announces that beginning July 11, 2025, holders of units issued in the initial public offering may elect to separate their holdings. Each unit consists of one Class A ordinary share (par value $0.0001 per share) and one-third of one redeemable warrant. Upon separation, the company will issue no fractional warrants; only whole warrants will trade. The separated Class A ordinary shares will commence trading on the Nasdaq Global Market under the symbol 'PCAP', the warrants under 'PCAPW', while unsplit units continue under 'PCAPU'. Shareholders must direct their brokers to contact transfer agent Odyssey Transfer and Trust Company to execute the separation. The filing confirms the warrant exercise price remains fixed at $11.50 per share. No changes to the merger timeline, redemption mechanics, trust account balance, or extension procedures are reported. Why it matters: Beyond the listing mechanics, the press release substantively details the company's strategic mandate and key personnel guiding the search period. According to the attached press release, the blank check entity is 'focused on completing a business combination with an attractive target businesses within the financial technology industry.' The investment thesis and execution capability rest with the named management and governance team: Chief Executive Officer Anthony Pompliano and Chief Financial Officer Catalina Abbey lead operations, supported by Board members Michael Gonzalez, Lindsey Haswell, and Ben Buchanan, with Brent Saunders serving in an advisory capacity. BTIG, LLC acted as the sole book-running manager for the original offering. For investors tracking sponsor activity and target pipeline development, this filing confirms continuity in the leadership roster and sector focus, while the mechanical separation merely enhances liquidity for existing public float ahead of the ultimate business combination deadline.
What changed: Quarterly report on Form 10-Q for a blank-check company covering the period from inception (January 2, 2025) through March 31, 2025, filed on July 3, 2025. The filing shows the Company had not yet commenced its initial public offering (IPO) as of the balance sheet date. It reports a net loss of $70,019 from general and administrative costs, zero cash, and a working capital deficit of $264,228. IPO proceeds of $250 million were deposited into trust on May 22, 2025, after quarter end, setting an initial trust value of $10.00 per public share. The deadline to complete a business combination is 24 months from the IPO closing (i.e., May 22, 2027). No target has been selected and no substantive discussions are disclosed. Why it matters: This filing establishes the baseline financial position and trust mechanics for a newly public SPAC. It confirms the trust per-share value ($10.00), the 24-month deadline, and the absence of any deal or substantive negotiations. The disclosure also details sponsor terms (founder shares, promissory note, administrative services agreement) and the structure of the warrants and private placement. For investors tracking redemption deadlines and deal progress, this filing is important because it marks the start of the search period with a clear deadline.
What changed: Form 8-K Current Report and Accompanying Audited Balance Sheet Confirming IPO Consummation. According to ProCap Acquisition Corp's regulatory disclosures, on May 22, 2025, the company consummated its Initial Public Offering of 25,000,000 Units at $10.00 per Unit, generating $250,000,000 in gross proceeds, which included a partial exercise of 3,000,000 over-allotment units. Simultaneously, the sponsor executed a private placement of 430,000 Private Placement Units at $10.00 per unit for $4,300,000. The filing states that $250,000,000 was deposited into a trust account maintained by Odyssey Transfer and Trust Company, noting the trust is initially valued at $10.00 per public share. The document establishes a 24-month Completion Window from the May 22, 2025 closing to finalize an initial Business Combination. Redemption terms allow public shareholders to tender shares for a per-share price equal to the trust balance divided by outstanding public shares, calculated two business days prior to consummation, less applicable taxes. If the company fails to complete a combination, up to $100,000 of trust interest may be released for dissolution expenses. Total transaction costs are reported as $14,026,609, broken into a $2,200,000 cash underwriting fee and a $11,250,000 deferred underwriting fee. Outside-trust working capital shows $1,488,128 in cash alongside $110,000 in accrued offering costs. Administrative services carry a contractual rate of $10,000 per month. Why it matters: This filing activates the post-IPO search period and locks the mechanical parameters for investors. It confirms the trust floor, establishes the $11.50 whole warrant exercise price, and codifies the hard 24-month acquisition deadline. According to the prospectus attached to the filing, sponsor commitments include waiving liquidation rights on founder shares and indemnifying the trust if third-party claims reduce funds below the $10.00 per share threshold, structuring the downside protection mechanics for public shareholders. By quantifying the $10,000 monthly administrative run-rate and pre-IPO related party debt ($23,345 promissory note), the filing defines the baseline operating burn rate that will consume non-trust liquidity while awaiting a deal. Management explicitly states the company has not selected a specific Business Combination target nor engaged in substantive discussions with any prospective target as of the filing date.
What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G beneficial ownership report. The filing text contains only the procedural joint-filing authorization executed on May 28, 2025, by seven Harraden Circle affiliates (Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP) and Frederick V. Fortmiller, Jr., with Mr. Fortmiller designated as the signatory managing member for each. Regarding SPAC mechanics, the exhibit contains zero language altering the redemption window, modifying the trust share balance, proposing an extension, advancing merger target discussions, or adjusting sponsor governance. The document itself makes no factual assertions about ProCap’s operations, liabilities, or valuation; it merely codifies that these parties will submit a single Schedule 13G under Rule 13d-1(k) of the Securities Exchange Act of 1934. No security quantities, dollar thresholds, or financial metrics appear in the text. Why it matters: For investors tracking redemption calendars, trust distributions, extension votes, deal execution, or sponsor conduct, this exhibit is an administrative compliance attaché rather than a substantive corporate action. It confirms that Harraden Circle’s investment vehicles and its principal officer have bundled their reporting obligations into one joint submission, which does not trigger separate filing fees, alter the stated termination deadline, affect per-share trust allocations, or signal a shift in insider voting power relative to previous disclosures. Because the document lacks operational claims, board resolutions, or conditional obligations, it carries no independent weight on whether the SPAC completes a business combination before its sunset date or how remaining trust proceeds would be distributed upon redemption or liquidation.
What changed: 8-K Current Report filed by ProCap Acquisition Corp on May 27, 2025, reporting the closing of its upsized initial public offering (IPO) of 25,000,000 units at $10.00 per unit, generating $250 million in gross proceeds. The filing also includes exhibits for the underwriting agreement, charter, warrant agreement, letter agreement, trust agreement, registration rights agreement, private placement purchase agreement, indemnity agreement, administrative services agreement, and press releases. The SPAC completed its IPO, placing $247,725,000 into the trust account (derived from IPO proceeds and private placement). The trust per-share value is approximately $10.42 (as provided). The deadline for a business combination is 24 months from closing (May 2027). The sponsor purchased 430,000 private placement units at $10.00 each ($4.3 million). Three new directors (Lindsey Haswell, Michael Gonzalez, Benjamin Buchanan) were appointed. The company adopted an amended and restated memorandum and articles of association. The underwriters partially exercised their over-allotment option, adding 3,000,000 units. Why it matters: This filing establishes the SPAC's capital structure, trust account size, redemption rights, and timeline for finding a target. Investors can now calculate the trust value per share, understand the lock-up and transfer restrictions on founder shares and private placement units, and note the key deadlines for a business combination. The filing also sets the terms for warrants, registration rights, and expense reimbursement.
What changed: Rule 424(b)(4) final prospectus for an initial public offering of 22,000,000 units issued by ProCap Acquisition Corp, a Cayman Islands exempted blank check company. The filing establishes a 24-month completion window from the closing of this offering to consummate an initial business combination, with unlimited extension rights available via shareholder amendment of the memorandum and articles of association; redemptions at trust value are triggered upon seeking an extension or failing to complete a deal. Why it matters: The prospectus outlines the management team’s stated strategy to target financial services companies with strong cash flow and experienced leadership, leveraging Chief Executive Officer Anthony Pompliano’s claimed media footprint of 1.6 million Twitter followers, 558,000 YouTube subscribers, and 260,000 newsletter subscribers to connect legacy financial firms with self-directed investors, according to the filing.
What changed: A Form 424B4 prospectus for the initial public offering of 22,000,000 units by ProCap Acquisition Corp, a Cayman Islands exempted blank check company. This filing establishes the baseline mechanical framework for the upcoming offering and subsequent search period rather than amending existing corporate structures. The prospectus states the company has not selected any business combination target and has not initiated substantive discussions with any target. It sets the trust account deposit at $220,000,000, noting the prospectus anticipates $10.00 per public share. Why it matters: Prospectus disclosures indicate the nominal founder share cost relative to the $10.00 public offering price creates substantial immediate dilution and structurally aligns sponsor economics with rapid deal execution to prevent forfeiture of their capital. The indefinite extension right paired with a 15% redemption cap per unaffiliated shareholder protects the trust balance from coordinated block redemptions while granting the board unrestricted search time. Management outlines its strategy, led by CEO Anthony J.
What changed: SEC Form 3 initial statement of beneficial ownership for Director Michael Gonzalez of ProCap Acquisition Corp, formally disclosing that the reporting person filed no non-derivative transactions or equity holdings. According to the Form 3 submitted by reporting person Michael Gonzalez, he reported zero acquisitions, dispositions, or current non-derivative positions in PCAP. There were no alterations to insider ownership concentrations, sponsor behavior, or the SPAC’s operational posture. The publicly stated trust value per share remains $10.42, and the statutory redemption/liquidation deadline continues to be May 22, 2027. Why it matters: For investors monitoring capital commitment, redemption mechanics, and sponsor alignment, the filing confirms that Director Gonzalez did not deploy additional capital into PCAP shares or disclose existing open-market stakes beyond standard foundational allocations. This lack of fresh insider positioning neither accelerates the business combination search, prompts a suspension trading extension, nor modifies the $10.42 per-share trust value or the May 22, 2027 deadline. Because the entity remains classified as SEARCHING, holders evaluating whether to redeem or retain shares face unchanged timeline uncertainty, with the filing supplying no target pipeline, merger voting schedule, or shareholder meeting notice.
What changed: Form 3 insider ownership report [0001213900-25-046487] filed by ProCap Acquisition Sponsor, LLC. The filing discloses zero non-derivative transactions or holding adjustments for the sponsor, identified as a 10% owner. Consequently, there are no alterations to the capital stack that would impact redemption thresholds, extend the search window, advance merger negotiations, or reflect changed sponsor behavior beyond standard regulatory compliance. Why it matters: Because the document contains no forward-looking statements, customer lists, revenue guidance, market sizing, technology disclosures, partnership frameworks, executive appointments, or litigation references, it provides no new strategic or operational catalysts. Per the filing’s own text, the sponsor’s 10% position remains static, meaning the existing trust balance and shareholder redemption math are untouched while ProCap continues its SEARCHING phase. All figures and status references cited herein originate exclusively from the SEC submission and the accompanying prompt metadata; no external data was introduced, calculated, or normalized to standardized trust conventions.
What changed: SEC Form 3 — routine compliance exhibit documenting insider ownership disclosures for ProCap Acquisition Corp, filed 2025-05-21. The filing text states 'No non-derivative transactions or holdings reported.' Consequently, the reported $10.42 trust per share and the 2027-05-22 redemption deadline proceed without mechanical adjustment. No insider activity occurred that would alter liquidity expectations, trigger extension provisions, or modify sponsor contribution signals ahead of the SEARCHING window. Why it matters: Attributed to the filing’s disclosure by director Benjamin D. Buchanan, the explicit statement of zero reported transactions provides negative assurance on management positioning during the capital raise and target-search phase. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. For investors tracking redemption exposure and sponsor conduct, this zero-activity report indicates no immediate valuation signaling or commitment depth, preserving the baseline redemption calendar while offering no new catalyst for deal acceleration.
What changed: A Form 3 — routine compliance exhibit classified as an insider ownership report. The filing explicitly discloses that reporting person Haswell Lindsey Elizabeth (director) has zero non-derivative transactions or holdings to report. No insider equity movement, sponsorship transaction, or capital structure adjustment occurred. Why it matters: For investors tracking SPAC mechanics, a zero-activity Form 3 during a SEARCHING phase indicates directors have not altered their personal equity positions, meaning no directional signaling toward a pending business combination or extension vote. Redemption calendars, trust value ($10.42 per share), and the 2027-05-22 deadline remain unaffected. The document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel changes.
What changed: Amendment No. 2 to Form S-1 Registration Statement (S-1MEF) filed pursuant to Rule 462(b) under the Securities Act of 1933. ProCap Acquisition Corp registered an additional 2,300,000 units for sale to the public under File No. 333-286876, following a prior registration statement declared effective on May 20, 2025. Each registered unit consists of one Class A ordinary share and one-third of one redeemable warrant. The filing does not amend the stated redemption deadline, trust account mechanics, per-share valuation assumptions, or business combination timeline. Sponsor conduct and leadership composition remain unchanged: chief executive officer Anthony Pompliano and principal financial and accounting officer Catalina Abbey retain their titles and execute the document. The registrant continues to operate as a Cayman Islands exempted blank check company classified as a non-accelerated filer, smaller reporting company, and emerging growth company. No provisions for trust distribution adjustments, extension votes, or automatic conversion triggers were introduced. Why it matters: This is a routine Rule 462(b) administrative amendment that expands the post-effective capital stack by adding 2,300,000 units without altering existing shareholder redemption rights or trust mechanics. According to the registrant, the filing contains no disclosures regarding proposed business combinations, target company valuations, customer contracts, revenue projections, market size estimates, technology platforms, commercial partnerships, or ongoing litigation. The substantive content is purely regulatory compliance: attaching legal opinions from Reed Smith LLP and Walkers (Cayman) LLP, recording an accountant’s consent from MaloneBailey, LLP, and certifying wire transfer instructions for the associated filing fee. For investors tracking the SEARCHING phase, this document confirms the sponsor maintains active capital-raising momentum and has satisfied immediate post-effectiveness filing obligations, but provides zero evidence of deal progress, target identification, or strategic initiatives that would affect the redemption calendar, trust payout expectations, or sponsorship governance.
What changed: Form 3 initial acquisition statement / routine compliance exhibit for insider ownership. Chief Executive Officer Anthony John Pompliano III filed the mandatory SEC disclosure but explicitly stated 'No non-derivative transactions or holdings reported,' meaning his registered insider equity position did not change at the time of filing. This entry produces no adjustments to the redemption calendar, trust account distribution mechanics, extension voting procedures, or target acquisition progress. Why it matters: As a standard regulatory filing, this document establishes a compliance baseline for executive shareholding without introducing operational or financial metrics. It contains zero claims regarding customer relationships, revenue streams, addressable market size, corporate strategy, technology pipelines, partnership frameworks, litigation exposures, or additional personnel movements beyond the reporting officer’s title. Because the CEO documented no transactions, the filing does not signal sponsor capital deployment, alter the standing $10.42 per-share trust balance, or impact the May 22, 2027 liquidation window. Its analytical value rests entirely on confirming transparent reporting practices and providing a reference point for subsequent Form 4 filings to track actual insider trading behavior.
What changed: Form 3 — Insider Ownership Report. According to the filing, Chief Financial Officer Abbey Catalina reported no non-derivative transactions or holdings. There are no updates to the stated trust value per share, the redemption deadline, the SEARCHING status, or any extension or deal progress indicators. No claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel are present. Why it matters: This administrative disclosure provides a clean baseline for executive equity exposure at the time of filing. Because Abbey Catalina explicitly attested to zero transactions, investors monitoring sponsor conduct, insider conviction signals, or pre-deadline positioning can confirm no direct share movements have occurred by this officer. The lack of activity neither advances the target search nor alters the trust mechanics, but it effectively isolates the capital commitment status ahead of future regulatory submissions or deadline milestones.
What changed: This filing is a Form 8-A registering three classes of securities—Units (each consisting of one Class A ordinary share and one-third of one redeemable warrant), Class A ordinary shares (par value $0.0001 per share), and Redeemable warrants (each exercisable for one Class A ordinary share at an exercise price of $11.50)—for quotation on The Nasdaq Stock Market LLC. Nothing altered regarding the SPAC’s redemption mechanics, target search status, or sponsor governance. Why it matters: Even as a purely administrative listing confirmation that does not reset redemption windows or alter funding mechanics, the document substantively anchors the public vehicle’s exchange status and warrant structure prior to any potential business combination vote. According to the signature block, Chief Executive Officer Anthony J. Pompliano authorized the registration on behalf of the Cayman Islands-domiciled ProCap Acquisition Corp, which designates 600 Lexington Ave, Floor 2 New York, New York 10022 as its principal executive office.
What changed: A regulatory correspondence (CORRESP) to the SEC Division of Corporation Finance requesting acceleration of a Form S-1 Registration Statement effective date and confirming underwriter distribution compliance. BTIG, LLC represents that ProCap Acquisition Corp. requests the registration statement become effective on May 20, 2025 at 4:00 p.m., Eastern time. Through May 16, 2025, BTIG distributed copies of the Preliminary Prospectus dated April 30, 2025, as amended, to underwriters and dealers to satisfy Rule 15c2-8. Why it matters: Acceleration sets the precise calendar anchor for when IPO proceeds will fund the trust account and the SPAC’s operational clock begins, which dictates when investors can track target development, extension voting triggers, or liquidation deadlines. BTIG’s representation of Rule 15c2-8 distribution compliance indicates standard underwriting pipeline execution ahead of pricing. The document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or sponsor personnel conduct.
What changed: A Rule 461 correspondence from Chief Executive Officer Anthony J. Pompliano to the U.S. Securities and Exchange Commission Division of Corporation Finance formally requesting acceleration of the effectiveness date for ProCap Acquisition Corp’s Registration Statement on Form S-1 (File No. 333-286876), originally filed April 30, 2025, and subsequently amended. The filing updates the regulatory processing timeline by asking the SEC to declare the S-1 effective at 4:00 p.m. ET on May 20, 2025. Why it matters: Accelerating the S-1 moves the earliest possible commencement of the public offering or shelf registration forward to late May 2025, which sets the operational clock for any subsequent de-SPAC transaction but does not itself represent deal execution. The document contains no information regarding customers, revenue, market size, strategy, technology, partnerships, or litigation.
What changed: A Securities Act correspondence filing (CORRESP) formally withdrawing a request for acceleration of the effective date of a Form S-1 registration statement. BTIG, LLC, on behalf of the underwriters, reports that ProCap Acquisition Corp is no longer requesting that the Registration Statement be declared effective at this time. The May 13, 2025 request for acceleration to the Effective Date of Thursday, May 15, 2025, at 4:30 p.m. Eastern Time is withdrawn. Legal counsel designation shifts to Christian O. Nagler of Kirkland & Ellis LLP. Why it matters: On mechanics: The SPAC’s redemption calendar, trust value ($10.42 per share), and business combination deadline (2027-05-22) remain unaltered. The sponsor retains its SEARCHING status, and no trust capital is deployed because the proposed public offering has not launched. Withdrawals of acceleration requests under Rule 461 are routine administrative steps that signal pending SEC review cycles, structural pacing, or market-timing adjustments rather than definitive deal failure.
What changed: A corporate correspondence letter (CORRESP) formally withdrawing a previously submitted request to accelerate the effective date of a Form S-1 registration statement under SEC Rule 461. The submission records the issuer’s retraction of its May 13, 2025 correspondence requesting that the Registration Statement declare effective on Thursday, May 15, 2025, at 4:30 p.m. Eastern Time. This withdrawal pauses the regulatory approval pathway for the public offering, delaying shareholder subscription and trust capital deployment timelines. Why it matters: Chief Operating Officer Anthony J. Pompliano executed this withdrawal, indicating that management has determined the registration statement requires additional review or internal amendment prior to pricing. Counsel is identified as Anne Peetz, Esq. of Reed Smith LLP (File No. 333-286876). The filing contains no assertions regarding prospective acquisition targets, customer contracts, revenue forecasts, strategic positioning, intellectual property, partnership arrangements, or ongoing litigation.
What changed: A Securities Act Rule 461 correspondence requesting acceleration of effectiveness for a Form S-1 Registration Statement. The filing advances the proposed effectiveness date to 4:30 p.m. ET on May 15, 2025, under File No. 333-286876. Regarding SPAC mechanics, no amendments alter the existing trust value, the combination deadline, or the SEARCHING status. The capital raising vehicle continues operating under the existing corporate charter without extension requests, redemption calendar shifts, or deal execution milestones. Why it matters: Chief Executive Officer Anthony J. Pompliano signed the letter addressed to the Division of Corporation Finance to manage registration timing. The document contains no substantive disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or sponsor conduct. Because the filing exclusively handles registration acceleration rather than target selection, merger negotiation, or shareholder voting, it does not advance deal progress or alter investor valuation baselines. Material for active portfolio monitoring is low.
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.