{"url_path":"/sec/brr/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2076163/0001493152-26-023070-index.html","accession_number":"0001493152-26-023070","cik":"0002076163","ticker":"BRR","issuer_name":"ProCap Financial, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2076163/0001493152-26-023070-index.html","primary_entity_key":"0002076163","primary_entity_name":"ProCap Financial, Inc."},"word_count":1181,"has_tables":true,"body_markdown":"**Item\n1A. Risk Factors.**\n\n \n\nFactors\nthat could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our\nfilings with the SEC, including our Annual Report. Additional risk factors not presently known to us or that we currently deem immaterial\nmay also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time\nto time in our future filings with the SEC. As of the date of this Quarterly Report on Form 10-Q, there have been no material updates\nor changes with respect to the risk factors previously disclosed in our Annual Report, other than as set forth below, which should be\nread in conjunction with the risks described in our Annual Report.\n\n \n\n**Risks\nRelated to CFO Silvia.**\n\n \n\n**Although\nCFO Silvia attempts to remedy any issues it observes in its products as effectively and rapidly as possible, such efforts may not be\ntimely, may hamper production or may not completely satisfy its customers.**\n\n** **\n\nCFO\nSilvia has performed, and continues to perform, extensive internal testing on its products and features, though, like the rest of the\nindustry, it currently has a limited frame of reference by which to evaluate certain aspects of its long-term quality, reliability, durability\nand performance characteristics, including exposure to or consequence of external attacks. While CFO Silvia attempts to identify and\naddress or remedy defects it identifies pre-production and sale, there may be latent defects that it may be unable to detect or control\nfor in its products, and thereby address, prior to its sale to customers.\n\n \n\n**Because\nthe lack of a public market for CFO Silvia’s capital stock made it difficult to evaluate the fair market value of CFO Silvia’s\ncapital stock, the value of our shares of Common Stock issued to CFO Silvia’s stockholders in connection with the Merger may be\nmore or less than the fair market value of CFO Silvia’s capital stock.**\n\n** **\n\nThe\noutstanding capital stock of CFO Silvia was privately held and was not traded in any public market. The lack of a public market made\nit difficult to determine the fair market value of CFO Silvia’s capital stock. Because the percentage of our equity issued to CFO\nSilvia’s stockholders in the Merger was determined based on negotiations between the parties, it is possible that the value of\nour shares of Common Stock issued to CFO Silvia’s stockholders in connection with the Merger was more or less than the fair market\nvalue of CFO Silvia’s capital stock.\n\n \n\n**Risks\nRelated to the Merger**\n\n** **\n\n**Our\nexisting stockholders have reduced ownership and voting interests in ProCap following completion of the Merger.**\n\n** **\n\nWe\nissued 7,516,951 shares of our Common Stock upon completion of the Merger; further, we may issue up to 9,000,000 additional earnout shares\nin a five-year period. Based on the number of shares of Common Stock of ProCap outstanding on February 10, 2026, the record date for\nour Annual Meeting of Stockholder held on March 27, 2026, upon the completion of the Merger, current ProCap stockholders and former CFO\nSilvia stockholders would own approximately 90.3% and 9.7% of our Common Stock, respectively.\n\n \n\nWhen\nthe Merger occurred, each CFO Silvia stockholder who received shares of our Common Stock became a stockholder of ProCap. As a result,\nthe percentage ownership of ProCap held by each of the stockholders prior to the Merger was smaller than such stockholder’s percentage\nownership of ProCap prior to the Merger. Our current stockholders will, therefore, have proportionately less ownership and voting interests\nin ProCap following the Merger than they had prior to the Merger.\n\n \n\n29\n\n \n\n** **\n\n**We\nmay fail to realize the anticipated benefits of the Merger.**\n\n \n\nThe\nCompany believes that there are significant benefits that may be realized by the Merger. However, the efforts to realize these benefits\nwill be a complex process and may disrupt our existing operations if not implemented in a timely and efficient manner. The full benefits\nof the Merger may not be realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve\nthe anticipated benefits of the Merger could adversely affect our business, operating results or financial condition and cause the combined\nbusiness to not perform as expected. Specifically, the following issues, among others, must be addressed to realize the anticipated benefits\nof the Merger:\n\n \n\n \n●\ncombining\ncertain of the companies’ financial, reporting and corporate functions;\n\n \n●\nconsolidating\nthe companies’ administrative and IT infrastructure;\n\n \n●\nexpanding\nCFO Silvia’s finance and accounting infrastructure and personnel, including SEC reporting capabilities, technical accounting,\ntax, internal audit and compliance capabilities;\n\n \n●\nimplementing\nand maintaining requisite internal controls over financial reporting and disclosure controls and procedures; and\n\n \n●\nmaintaining\ncontinued compliance with the Nasdaq Listing Rules, including compliance with Nasdaq corporate governance requirements.\n\n \n\n**We\nmay not be able to integrate, operate, or improve CFO Silvia effectively.**\n\n \n\nThe\nintegration and operation of CFO Silvia may be difficult and may impose significant demands on management and our administrative and\nfinancial resources. Integration risks include, among others, implementing consistent operating standards; consolidating systems, procedures,\nand vendors; integrating management and personnel; retaining key employees; maintaining employee morale; adapting marketing strategies\nto local markets; and establishing or enhancing financial reporting systems and internal control over financial reporting. If we are\nunable to successfully integrate CFO Silvia, our business, results of operations, and cash flows could be materially adversely affected.\n\n \n\n**Risks\nRelated to Ownership of Our Common Stock.**\n\n \n\n**As\na result of the resignation of one of our directors in January 2026, we are not in compliance with Nasdaq rules regarding the composition\nof our Board and audit committee, and there is a risk of delisting if the non-compliance is not cured within the time period allowed\nby Nasdaq.**\n\n** **\n\nOn\nJanuary 21, 2026, William H. Miller IV resigned from our Board. Mr. Miller was one of three members of the audit committee of our Board.\nAs a consequence of Mr. Miller’s resignation, we became out of compliance with Nasdaq Listing Rule 5605(c)(2), which requires that\nthe board of directors of a Nasdaq listed company have an audit committee made up of at least three independent directors. On January\n22, 2026, we advised Nasdaq of Mr. Miller’s resignation, its consequences with regard to compliance with Nasdaq Listing Rule 5605(c)(2)\nand our intention to regain compliance with Nasdaq Listing Rule 5605(c)(2) in a timely manner. In accordance with Nasdaq Listing Rule\n5605(c)(4), we have an automatic cure period in order to regain compliance with Nasdaq Listing Rule 5605(c)(2) until (i) the earlier\nof our next annual stockholders’ meeting or January 21, 2027; or (ii) if our next annual stockholders’ meeting is held\nbefore July 20, 2026, then we must evidence compliance no later than July 20, 2026. We intend to appoint a third independent director\nto our Board and audit committee and thereby regain compliance with Nasdaq Listing Rule 5605(c)(2), prior to our next annual meeting\nof stockholders. However, if we are unable to regain compliance with Nasdaq Listing Rule 5605(c)(2) in a timely manner, Nasdaq will\ncommence suspension and delisting procedures.\n\n \n\n****\n\n30"}