XML 22 R11.htm IDEA: XBRL DOCUMENT v3.26.1
Note 4 - Other Recent Business Transactions or Events
3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Other Events [Text Block]

4. OTHER RECENT BUSINESS TRANSACTIONS OR EVENTS 

 

Columbus Circle Capital Corp. II

 

On February 12, 2026, Columbus Circle Capital Corp. II (NASDAQ: CMIIU) (the “Columbus Circle II SPAC”), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 23,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ full exercise of their over-allotment option.

 

The Operating LLC owns a portion of, and is the managing member and a member of, Columbus Circle 2 Sponsor Corp LLC, the sponsor of the Columbus Circle II SPAC (the “Columbus Circle II Sponsor”). CCM acted as the lead underwriter in the IPO.

 

Each Unit consists of one Class A ordinary share of the Columbus Circle II SPAC, par value $0.0001 per share (“Class A Ordinary Shares”), and one-third of one warrant (each, a “Warrant”); each whole Warrant entitles the holder to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold in the IPO at an offering price of $10.00 per Unit, for gross proceeds of $230,000 (before underwriting discounts and commissions and offering expenses).

 

If the Columbus Circle II SPAC fails to consummate a Business Combination within the first 24 months following the IPO, its corporate existence will cease except for the purposes of winding up its affairs and liquidating its assets, unless the Columbus Circle II SPAC’s shareholders approve an amendment to the Columbus Circle II SPAC’s amended and restated memorandum and articles of association (the “SPAC Articles”) to extend the amount of time the Columbus Circle II SPAC will have to consummate an initial Business Combination.

 

The Columbus Circle II Sponsor purchased an aggregate of 265,000 of the Columbus Circle II SPAC’s placement units (“Placement Units”) in a private placement that occurred simultaneously with the IPO (the “Private Placement”) for an aggregate of $2,650, or $10.00 per Placement Unit. Additionally, CCM used its underwriting fee of $3,600 to purchase 360,000 Placement Units in the Private Placement for an aggregate of $3,600. Each Placement Unit consists of one Class A Ordinary Share and one-third of one warrant (a “Placement Warrant”). The Placement Units are identical to the Units sold in the IPO except that Placement Units (including the securities comprising such units and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) (i)  may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Columbus Circle II SPAC’s initial Business Combination, (ii) will be entitled to certain registration rights, and (iii) with respect to the Placement Warrants held by CCM and/or its designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA rules. Subject to certain limited exceptions, the Placement Units (including the underlying Placement Warrants and Class A Ordinary Shares and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Columbus Circle II SPAC’s initial Business Combination.

 

The entire $2,650 invested by the Columbus Circle II Sponsor in consideration for the above-described 265,000 Placement Units of the Columbus Circle II SPAC was raised from third party investors. As the managing member of the Columbus Circle II Sponsor, the Operating LLC consolidates the Columbus Circle II Sponsor and treats the Columbus Circle II Sponsor’s investment in the Columbus Circle II SPAC as an equity method investment. The $2,650 raised from third party investors is treated by the Operating LLC as non-controlling interest.

 

A total of $230,000 of the net proceeds from the Private Placement and the IPO were placed in a trust account. Except for the withdrawal of interest to pay taxes (or dissolution expenses if a Business Combination is not consummated), none of the funds held in the trust account will be released until the earliest of (i) the completion of the Columbus Circle II SPAC’s initial Business Combination, (ii) the redemption of the Columbus Circle II SPAC’s public Class A Ordinary Shares if the Columbus Circle II SPAC is unable to complete its initial Business Combination within 24 months from the completion of the IPO, and (iii) the redemption of the Columbus Circle II SPAC’s public Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the SPAC Articles to (A) modify the substance or timing of the Columbus Circle II SPAC’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Columbus Circle II SPAC’s public shares if the Columbus Circle II SPAC has not consummated an initial Business Combination within 24 months from the completion of the IPO, or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity. If the Columbus Circle II SPAC does not complete a Business Combination, the Placement Units will expire and be worthless.

 

The Columbus Circle II Sponsor holds an aggregate of 7,666,667 founder shares in the Columbus Circle II SPAC. Subject to certain limited exceptions, the founder shares will not be transferable or salable until the earlier to occur of: (i) six months after the completion of the IPO, and (ii) the date on which the Columbus Circle II SPAC completes a liquidation, merger, share exchange or other similar transaction after its initial Business Combination that results in all of the Columbus Circle II SPAC’s shareholders having the right to exchange their Class A Ordinary Shares underlying the founder shares for cash, securities or other property.

 

Certain non-controlling interests in the Columbus Circle II Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in the Columbus Circle II Sponsor, either directly or indirectly, and have an interest in the Columbus Circle II SPAC’s founder shares through such membership interests in the Columbus Circle II Sponsor. The number of the Columbus Circle II SPAC’s founders shares in which such non-controlling interests in the Columbus Circle II Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Columbus Circle II Sponsor will not be finally and definitively determined until consummation of a Business Combination. The number of the Columbus Circle II SPAC’s founder shares currently allocated to the Operating LLC is 2,627,383, but such number of founder shares will also not be finally and definitively determined until the consummation of a Business Combination.

 

In connection with the IPO, the Columbus Circle II Sponsor has agreed to indemnify the Columbus Circle II SPAC for all claims by third parties for services rendered or products sold to the Columbus Circle II SPAC, or a prospective target business with which the Columbus Circle II SPAC has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for the Columbus Circle II SPAC’s independent registered public accounting firm), to the extent such claims reduce the amount of funds in the Columbus Circle II SPAC’s trust account to below the lesser of (i) $10.00 per share of Class A Ordinary Shares, and (ii) the actual amount per share of Class A Ordinary Shares held in the Columbus Circle II SPAC’s trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the Columbus Circle II SPAC’s trust assets, in each case net of taxes, provided that such liability will not apply to any claims (A) by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Columbus Circle II SPAC’s trust account or (B) under the Columbus Circle II SPAC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

 

The Columbus Circle II Sponsor loaned to the Columbus Circle II SPAC approximately $485 to cover IPO expenses, which was repaid in full at the closing of the IPO. The Columbus Circle II Sponsor and its affiliates, including the Operating LLC, may commit to loan the Columbus Circle II SPAC up to an additional $1,500 to cover operating and acquisition related expenses following the IPO. These loans will bear no interest and, if the Columbus Circle II SPAC consummates a Business Combination in the required time frame, the loans are to be repaid from the funds held in the Columbus Circle II SPAC’s trust account. The loans are convertible into private placement units at $10.00 per unit and, accordingly, are convertible into an additional 150,000 private Class A Ordinary Shares and 50,000 Private Placement Warrants exercisable at $11.50 per share. If the Columbus Circle II SPAC does not consummate a Business Combination in the required time frame, no funds from the Columbus Circle II SPAC’s trust account can be used to repay the loans.

 

Columbus Circle Capital Corp. I 

 

On May 19, 2025, Columbus Circle Capital Corp. I (the "Columbus Circle SPAC"), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination, completed the sale of 25,000,000 units in its IPO, which included 3,000,000 units issued pursuant to the underwriters’ partial exercise of their over-allotment option. 

 

On June 23, 2025, the Columbus Circle SPAC entered into a definitive business combination agreement with ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), ProCap Financial, Inc., a Delaware corporation (“ProCap Financial”), Crius SPAC Merger Sub, Inc., a Delaware corporation (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), and Inflection Points Inc., d/b/a Professional Capital Management, a Delaware corporation (the "Business Combination Agreement"). Pursuant to the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Columbus Circle SPAC and ProCap BTC would merge into SPAC Merger Sub and Company Merger Sub, respectively, and become wholly-owned subsidiaries of ProCap Financial, and ProCap Financial became a publicly traded company. Proceeds from the proposed Business Combination, if any, after satisfaction of redemption payments to the Columbus Circle SPAC’s public shareholders and transaction expenses, were expected to be used by ProCap Financial to purchase bitcoin, in connection with ProCap Financial’s business plans and strategies.

 

On December 5, 2025, the transactions contemplated by the Business Combination were consummated (the “Closing”). Upon the Closing, Columbus Circle SPAC and ProCap BTC merged into SPAC Merger Sub and Company Merger Sub, respectively, and became wholly-owned subsidiaries of ProCap Financial. ProCap Financial became the go-forward company following the Closing. ProCap Financials’ common stock and warrants commenced trading on the Nasdaq Global Market on December 8, 2025 under the symbols “BRR” and “BRRWW,” respectively.

 

From May 19, 2025, until December 5, 2025, the Company consolidated the sponsor of the Columbus Circle SPAC, which treated its investment in the Columbus Circle SPAC under the equity method of accounting.  The sponsor distributed all of its assets and ceased operations in December 2025. 

 

As of March 31, 2026, the Company held 2,151,666 shares of BRR, which were allocated to the Company by the sponsor of the Columbus Circle SPAC.  As of March 31, 2026, the Company carried these shares at a value of $4,540 as a component of other investments, at fair value in the Company's consolidated balance sheet.  The BRR shares are subject to certain transfer restrictions, which restrictions will lapse and the BRR shares will no longer be subject to these transfer restrictions upon the earliest to occur of the following: (i) the second anniversary of the Closing, (ii) if the closing price of ProCap Financials’ common stock equals or exceeds $10.21 per share (subject to customary adjustments) for any 20 trading days within any consecutive 30-trading day period, and (iii) if the dollar volume-weighted average price for Bitcoin (BTC) during any one hundred twenty (120)-hour period equals or exceeds $140 during any five-day period. Any further change in value of these shares until final liquidation will be recorded as principal transactions gain or loss in the Company's consolidated statement of operations.  For the three-month period ended  March 31, 2026, the Company recorded a loss of ($3,055) related to these shares.  

 

In addition, the Company served as underwriter and advisor to the Columbus Circle SPAC.  As partial consideration for these services, the Company received 392,000 shares of BRR and 196,000 warrants.  As of March 31, 2026, the shares and warrants were carried at a value of $882 as a component of other investments, at fair value in the Company's consolidated balance sheet.  For the three-month period ended  March 31, 2026, the Company recorded a loss of ($639) related to these shares and warrants.