SecProbe.io

August 20, 2025
Anthony Pompliano
Chief Executive Officer
ProCap Financial, Inc.
ProCap BTC, LLC
600 Lexington Avenue, Floor 2
New York, NY 10022
Re:ProCap Financial, Inc.
Draft Registration Statement on Form S-4
Submitted July 24, 2025
CIK No. 0002076163
Dear Anthony Pompliano:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submission on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4
General
1.Please revise to include a separate proposal for the approval of CCCM's revised
organizational documents that will be effective upon registration of CCCM as a
Delaware corporation.
Cover Page
Please revise to disclose here, in the Notice of Extraordinary General Meeting of
Shareholders, and on page 118 (i) the number of shares of Pubco Stock offered in
connection with the Business Combination, (ii) the price per share of the Pubco Stock,
(iii) the value of the consideration that the Sponsor, the Public Shareholders, and the 2.

August 20, 2025
Page 2
Seller are receiving in connection with the Business Combination and (iv) the
aggregate value of the consideration that the Sellers are receiving.
3.Please revise to disclose the ownership percentage of Pubco Stock by the Private
Placement Agents, the Preferred Equity Investors, the Convertible Note Investors, and
the directors and officers of CCCM.
Notice of Extraordinary General Meeting of Shareholders, page i
4.Please revise the Notice of Extraordinary General Meeting of Shareholders to list out
each separate proposal that the CCCM Shareholders will consider and vote upon
pursuant to the Organizational Documents Proposal.
Questions and Answers About the Proposals, page 15
5.Please revise to add disclosure regarding the impact of the Domestication and the
Business Combination for the CCCM Warrants.
6.Please add disclosure regarding the Outside Date of the Business Combination
Agreement so that investors understand the date by which the Business Combination
must be consummated even if CCCM's Combination Period is extended.
Q: What equity stake will current Public Shareholders, the Preferred Equity Investors, the
Sponsor, Professional Capital Management..., page 19
7.Your disclosure on page 21 that CCCM issued the Public Shares in the CCCM IPO at
$10.00 per share appears to be inconsistent with the IPO Prospectus in which CCCM
offered public units, each of which consisted of one Class A Ordinary Share and one-
half of one redeemable warrant, for $10.00 per Public Unit.
Q: What vote is required to approve the proposals presented at the Meeting?, page 24
8.Your disclosure on pages 24 and 119 that the Organizational Documents Proposal is
required to be approved by an ordinary resolution of CCCM Shareholders appears to
conflict with your disclosure elsewhere that the Organizational Documents Proposal is
a non-binding advisory vote. Please revise for clarity and consistency.
Q: What happens if a substantial number of Public Shareholders vote in favor of the Business
Combination Proposal and exercise..., page 34
9.Please expand your disclosure here to address the maximum number of redemptions
that may be made in order for the consummation of the Business Combination to
occur, if approved.
Summary of the Proxy Statement/Prospectus
Ancillary Documents
Preferred Equity Subscription Agreements, page 38
10.Please disclose here the number and dollar amount of Bitcoin acquired with the
proceeds from the Preferred Equity Investment.

August 20, 2025
Page 3
11.We note your disclosure that, at the Closing, the Bitcoin held by ProCap and
Anchorage will be contributed to Pubco. Please revise to disclose whether this transfer
will be an on-chain or off-chain transfer, and if on-chain, please revise to disclose the
transaction costs associated with the transfer.
Convertible Note Subscription Agreements, page 39
12.We note your disclosure that the "[p]roceeds from the Convertible Note Financing are
expected to be utilized by Pubco for the purpose of acquiring additional Bitcoin and
for working capital purposes." Please revise to disclose, if known, the percentage of
the proceeds that will be used for acquiring additional Bitcoin and the percentage of
the proceeds that will be used for working capital purposes. If not known, so state and
describe the factors Pubco will consider in making the determination.
13.We note your disclosure that the Convertible Notes will be two times collateralized by
cash, cash equivalents and certain Bitcoin assets. Please revise to disclose the
percentage of your Bitcoin holdings and the amount of cash and cash equivalents that
will collateralize the Convertible Notes and, in your risk factors section, address how
the volatility of Bitcoin may impact the number of Bitcoin, cash and cash equivalents
needed to collateralize the Convertible Notes.
Lock-Up Agreement, page 39
14.Please revise to disclose the number of shares of Pubco Stock that will be subject to
the Lock-Up Agreement, the Insider Letter Amendment and the Registration Rights
Agreement.
Merger Consideration, page 41
15.Please revise to provide an example of the Adjustment Shares and the merger
consideration that Professional Capital Management will receive based upon the
Closing Bitcoin Price as of a recent measurement period.
Dilution, page 42
Please tell us your consideration for including your Convertible Notes issuance in
your dilution presentation as Item 1604(c) of Regulation S-K requires material
probable transactions, other than the de-SPAC transaction itself, be included in the
dilution computation and disclosure. In your response, specifically address the
following:
•Explain to us why you believe that you may be required to separately account for
the liability and equity components of the Convertible Notes as indicated in the
first risk factor on page 115. In this regard, we note that ASC 470-20-25-13
indicates that a substantial premium related to a convertible debt issuance is
presumed to result in such premium representing paid-in capital, but your
Convertible Notes appear to be issued at a discount.
Tell us whether and, if so, how the conversion ratio of your Convertible Notes can
change. In this regard, we note your disclosure in the first risk factor on page 114
that the conversion ratio will be proportionately adjusted based on the change in
the average Bitcoin price over the ten days immediately prior to the Closing
Date relative to the Signing Bitcoin Price, but note no other references in your •16.

August 20, 2025
Page 4
submission to adjusting the conversion ratio.
•If the conversion ratio can change as indicated in the preceding bullet, tell us your
consideration for disclosing throughout your registration statement that your
conversion ratio can change as well as the impact of this provision based on the
actual prices of Bitcoin over the ten days before a recent practicable date and the
actual Signing Bitcoin Price, as the latter amount should be known.
The CCCM Board's Reasons for Approval of the Business Combination, page 52
17.Please revise to include quantitative information related to the volatility of Bitcoin
here or include a cross reference to where the volatility of Bitcoin is disclosed. Also
please disclose the fees and expenses associated with completing the Business
Combination, including payments to the Placement Agents, or include a cross
reference to where such fees and expenses are disclosed. In addition, please revise to
include a brief definition of "mNAV."
Conditions to Closing of the Business Combination, page 57
18.Please revise your disclosure on pages 57 and 58 to identify which of the conditions to
the Closing may be waived.
Risk Factors, page 66
19.Please add a separately captioned risk factor that addresses the risk of attack due to
the levels of concentration of Bitcoin ownership such as the possibility of a Bitcoin
owner obtaining control over the Bitcoin network.
20.Please add a separately captioned risk factor that addresses PubCo's exclusive forum
provision.
Risks Related to the Business and Bitcoin Treasury Strategy of Pubco
Bitcoin and other digital assets are novel assets..., page 71
21.Please revise to update your disclosure regarding the SEC's enforcement actions.
Recently, there has been a precipitous drop in the market values of companies formed
through mergers..., page 95
22.Please expand your risk factor disclosure to identify reasons why companies that have
recently gone public through mergers with special purpose acquisition companies
have experienced significant declines in their market values.
Members of CCCM's management team and the CCCM Board..., page 102
23.We note your disclosure that individual members of CCCM's management team and
the CCCM Board, as well as certain of CCCM's affiliates, have been involved in
litigation, investigations or other proceedings resulting from their involvement and
positions in other companies, which could be time-consuming. To the extent any
litigation, investigations or other proceedings is having a material impact on CCCM's
ability to consummate the Business Combination, please so specify. In addition, to the
extent this is true of ProCap's management, please also provide similar risk disclosure
with respect to ProCap.

August 20, 2025
Page 5
The Indenture contains cross-default provisions..., page 115
24.We note your disclosure that the Indenture contains cross-default provisions that
could result in the acceleration of all of Pubco's indebtedness. Please expand your
disclosure to provide examples of covenants that may present a higher risk of
breach that could result in an acceleration of indebtedness.
The Domestication Proposal
Reasons for the Domestication, page 134
25.We note that the reasons listed for domestication in Delaware is not specific
to CCCM. Please revise your disclosure to specify why the CCCM Board believes
that it is in the best interest of CCCM to effect the Domestication at this moment in
relation to the proposed transaction.
The Business Combination Proposal
Background of the Business Combination
Description of Negotiations between CCCM and ProCap, page 138
26.Please add disclosure to describe the negotiations regarding the ownership of the
Public Shareholders, the ProCap Preferred Unit Holders, the ProCap Common Unit
Holders and the Sponsor in Pubco.
27.We note your disclosure on page 141 that between June 16, 2025 and June 23, 2025,
CCCM, EGS, ProCap and RS negotiated the terms of the Business Combination
Agreement. Please expand your disclosure to not only address the principal topics
discussed, but to provide more detail regarding each party's initial positions and how
the terms of the Business Combination Agreement evolved. Please similarly expand
your disclosure regarding the negotiation of the terms of the Ancillary Agreements,
including details about the negotiations involving the Non-Competition Agreement.
28.We note your disclosure on page 141 that "[p]rospective investors negotiated the
terms of the Subscription Agreements." Please identify the prospective investors
involved in negotiations, how potential investors were identified, each party's initial
positions and how the terms of the Subscription Agreements evolved through
negotiations.
29.Please add disclosure regarding the negotiations with respect to Pubco's management
and board composition.
Opinion of Northland, the CCM Board's Financial Advisor
Fairness Opinion of Northland, page 145
30.We note your disclosure on page 148 that Northland used financial information about
ProCap in its analyses. Please revise to include the financial information in your
prospectus or tell us why you believe this is not required. Similarly, please disclose
the pricing information provided to Northland by CCCM management, ProCap and
their advisors.

August 20, 2025
Page 6
Analysis of Selected Precedent Transactions, page 148
31.Please revise to identify which, if any, of the Selected Precedent Transactions closed
as of the date of the Northland's Fairness Opinion, and, for the transactions that had
not yet closed, please clarify that there is no guarantee that the transactions will close.
The Business Combination Agreement, page 160
32.We note that in arriving at the Fairness Opinion, it was assumed that all regulatory
approvals and consents required were consummated pursuant to the terms of the
Business Combination  Agreement. Please identify any material regulatory approvals
and consents that are required and whether they have been obtained.
The Organizational Documents Proposal, page 178
33.Please revise to show the full text of Proposals 3A to 3D in this section.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 208
34.Please revise your presentation of Adjustment D to reflect the issuance of $64,563 of
par value of stock issued to ProCap Preferred Unit holders as common stock of Pubco
and not preferred stock.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
June 30, 2025, page 216
35.Please revise Adjustment D to provide amounts for the Adjustment Shares calculated
using the relevant Bitcoin prices in the formula as of the most recent practicable date
prior to the effective date for the registration statement as required by Rule 11-
02(a)(6)(i)(A) of Regulation S-X. In this regard, we note that using your July 24, 2025
submission date as a stand-in for the Closing Date, it appears that an incremental
approximately 6.9 million shares of Pubco common stock would be issued. In
addition, please address the following:
•Update your pro forma loss per share disclosures in Note 6 to include the
incremental Adjustment Shares.
•As Bitcoin prices are volatile, separately disclose the range of possible actual
Adjustment Shares that are likely to result based on historical Bitcoin price
volatility. See Rule 11-02(a)(10) of Regulation S-X. If you do not believe
significantly different results may occur, tell us why in your response.
•Tell us your consideration for including Adjusted Shares based on information at
the most recent practicable date prior to your submission/filing throughout your
registration statement as these shares will impact the ownership percentages and
other information disclosed in your submission.
Information Related to ProCap
Media Products, page 243
Please revise to disclose whether you have developed the media products listed on
page 243, including podcasts, a YouTube channel, social media accounts and a 36.

August 20, 2025
Page 7
Substack newsletter. If so, please revise to describe the media products in greater
detail, including for example, the name of your podcasts and number of podcasts
produced, the name of your YouTube Channel, including the number of videos
produced, the names and locations of your social media accounts, the number of
Substack newsletters published and number of subscribers. In this regard, we note that
your agreement with BitcoinIRA seems to require that you post ads on YouTube and
X beginning on August 1, 2025. To the extent you have not developed the media
products, please revise to describe the timeline of the development of these products,
the costs of such development, the sources of capital and any challenges you may
have in developing these products.
Bitcoin Consulting and Advisory Services, pag