ATG Capital Issues Open Letter to the Board of ProCap Financial Detailing Serious Concerns Regarding Proposed CFO Silvia Merger

Urges Fellow Stockholders to Vote “AGAINST” the Acquisition of CFO Silvia and “AGAINST” or “ABSTAIN” from the Election of the Company’s Nominee

Calls on the Board to Focus on Maintaining Current Stockholder Value and Improving Corporate Governance

SUNNY ISLES BEACH, Fla., March 12, 2026 (GLOBE NEWSWIRE) -- ATG Capital Management LP (together with certain of its affiliates, “ATG Capital” or “we”), a stockholder of ProCap Financial, Inc. (NASDAQ: BRR) (“BRR” or the “Company”), today issued an open letter to the Company’s board of directors (the “Board”) regarding the Company’s proposed merger with CFO Silvia, Inc. and urging fellow stockholders to vote “AGAINST” the proposed merger and “AGAINST” or “ABSTAIN” from the election of the Company’s nominee for Class I director.

Note, this is not a solicitation of authority to vote any proxy. ATG Capital is not asking for your proxy card and will not accept proxy cards if sent.

The full text of the letter follows.

Re: ATG Capital’s Analysis and Serious Concerns Regarding ProCap’s Proposed Merger with CFO Silvia

To the Board of Directors of ProCap Financial,

ATG Capital Management LP (together with certain affiliates, “ATG Capital” or “we”), a stockholder of ProCap Financial, Inc. (NASDAQ: BRR) (the “Company,” “BRR” or “ProCap”), is publishing this letter to share our analysis and serious concerns regarding the Company’s proposed merger (the “Merger”) with CFO Silvia, Inc. (“CFO Silvia”), as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 2, 2026 (the “Company’s Proxy Statement”). We believe all stockholders should carefully consider the issues outlined below and cast their votes “AGAINST” the Merger Proposal (as defined in the Company’s Proxy Statement) and “AGAINST” or “ABSTAIN” from the election of the Company’s nominee at the Company’s annual meeting of stockholders scheduled for 9:00 a.m. Eastern Time on March 27, 2026 (the “Annual Meeting”).

After a thorough review of the Company’s proxy materials, we believe that:

1. The consideration being paid in this transaction is far more costly to BRR’s current stockholders than the Company’s presentation suggests;
2. The process by which the Board evaluated this conflicted transaction was fundamentally deficient, and;
3. The fairness opinion on which the Board relied provides insufficient support for the transaction.

I. The Real Cost of This Transaction: Stockholders Are Being Significantly Diluted and Giving Away Their Bitcoin Upside

The Company’s proxy materials appear to present the merger consideration in a way that may leave stockholders with the impression that they are paying very little and that the sellers only benefit if the CFO Silvia acquisition succeeds. Based on our review of the merger materials, we believe this impression is seriously misleading on many levels, and that the actual economics of this transaction merit closer scrutiny.

Anthony Pompliano, ProCap’s CEO, tweeted on March 6 that “Silvia shareholders are paid $0 in stock or cash at acquisition. The only way Silvia shareholders are compensated is if $BRR more than triples to $9 per share. So in order for there to be any dilution, current BRR shareholders have to more than triple their investment.”¹ This is simply false.

9,000,000 BRR shares are being issued to the CFO Silvia’s sellers at closing.² These shares are real. They carry full voting rights immediately. They dilute every existing BRR stockholder’s ownership of ProCap at issuance and, critically, every existing BRR stockholder’s proportional claim on the Company’s Bitcoin treasury, from the moment the Merger closes. The fact that these shares are subject to a lock-up agreement does not change the economic reality: the stockholder dilution is immediate. The CFO Silvia sellers will own the shares and they will be outstanding at issuance; they simply cannot freely sell them until ProCap’s stock reaches $9.00 per share. Notably, the Company’s Proxy Statement is silent on what happens to these shares if the stock never reaches $9.00. This is a troubling gap in disclosure for a transaction of this significance.

Further, an additional 9,000,000 earnout shares are issuable if the stock reaches $9.00 VWAP within five years.³ If the $9.00 threshold is never reached, these shares are never issued. But if it is reached, BRR stockholders’ dilution doubles to up to 18,000,000 shares, or approximately 21.9% of ProCap’s current outstanding share count of approximately 81.8 million. The combined effect of the Merger is stark: stockholders are being asked to approve the surrender of roughly one-fifth of the Company.

Even more concerning, none of the merger consideration appears to be tied to the performance of CFO Silvia’s business. We believe that this is perhaps the most important point for BRR stockholders to understand. Both the release of the locked-up shares issued at closing and the issuance of the earnout shares are tied to ProCap’s stock price reaching $9.00 per share. They are not tied to CFO Silvia generating revenue, achieving profitability, or meeting any other operational milestone. The “earnout” has no performance provisions on the company that is being purchased.

Consider what this means in the context of ProCap’s existing asset base. ProCap currently holds approximately 5,457 Bitcoin. Bitcoin is a real, liquid, independently priced asset. Mr. Pompliano, ProCap’s own Chairman and CEO, has publicly and repeatedly expressed his view that Bitcoin could reach dramatically higher prices. As recently as February 18, Mr. Pompliano suggested that “if bitcoin doesn’t go to zero, it’s going to $1,000,000 at some point.”⁴ So, if Bitcoin avoids going zero, and our CEO is correct about his prediction about Bitcoin’s trajectory, then we expect ProCap’s shares will rise well past $9 per share, regardless of whether CFO Silvia ever generates a dollar of profit.

In that scenario, the $9.00 VWAP threshold would be triggered not because the acquired business succeeded or adds any value to the Company, but because the Bitcoin already held in ProCap’s treasury appreciated! The earnout shares would be issued, the lock-up on the shares issued at closing would be released, and CFO Silvia’s insiders would receive enormous value; value derived entirely from the Bitcoin that current ProCap stockholders already own.

If management truly believes in Bitcoin’s long-term trajectory, the rational capital allocation strategy is to protect stockholders’ current ownership of the Bitcoin treasury, not to dilute it. Every share issued in connection with the Merger transfers a portion of that future potential upside away from the current stockholders to the insiders of a pre-revenue startup. In plain terms: ProCap’s stockholders are being asked to give away close to 20% of the future appreciation of their Bitcoin treasury—coins that their own CEO has suggested on social media could someday be worth $1,000,000 each—in exchange for ownership of an unproven upstart organization.

If our CEO’s prediction is correct that Bitcoin could hit $1,000,000 and we dilute the ownership of our 5,547 Bitcoin ownership today, then our effective purchase price might ultimately be much closer to one billion dollars. Let’s avoid having a similar regret to Laszlo Hanyecz famously exchanging 10,000 Bitcoin for two pizzas in 2010.

II. We Believe the Board’s Merger Review Process Was Deficient and Marred by Conflicts

A transaction of this nature—in which the Company’s CEO controls both the buyer and the seller—clearly contains conflicts of interest and demands the highest standards of process integrity. In our view, the record here falls well short.

The CEO sits on both sides of this deal. Anthony Pompliano serves as Chairman and CEO of ProCap, while simultaneously serving as CEO of Inflection Points, Inc. (“Inflection Points”), which is the 51% majority owner of CFO Silvia. Inflection Points is also a greater-than-5% stockholder of ProCap.⁵ Following the Merger, Mr. Pompliano could beneficially own up to approximately 19.1% of ProCap’s then outstanding common stock. Not through open-market purchases or performance, but through a deal in which he sat on both sides of the table.

We find it highly concerning that a Special Committee member resigned mid-process with no explanation. Former director William H. Miller IV resigned from the Board and the Special Committee on January 20, 2026.⁶ That falls squarely in the middle of the merger evaluation timeline, yet the proxy offers no explanation for his departure. When a director charged with protecting stockholder interests in a conflicted transaction walks away mid-process, stockholders are left to assume the worst.

The Board only held one regular meeting in fiscal year 2025, with zero committee meetings.⁷ This level of activity reflects the nascent stage of the Company. However, we believe that jumping from that phase to attempting a transformational, insider-controlled merger reflects awfully on the Board. The market is discounting the value of the Company’s assets, with the stock trading at a deep discount to the Company’s net asset value (“NAV”). We believe the negative enterprise value is the result of the market pricing in likely bad allocation decisions by the Board.

The fact that this conflicted transaction was approved unanimously by the Board—with the one committee member who may have had concerns resigning mid-process—raises serious questions about whether this Board is providing independent oversight or simply ratifying management’s preferences. Stockholders should consider what this approval process says about the Board’s judgment and independence when evaluating all of the proposals before them at the Annual Meeting.

III. Fairness Opinion Provides Little Confidence in Transaction

The Board retained Northland Capital Markets (“Northland”) to provide a fairness opinion.⁸ In our view, the opinion as described in the Company’s Proxy Statement provides stockholders with little basis for confidence in the actual fairness of this transaction.

Northland’s compensation is overwhelmingly contingent on the deal closing. Of the $300,000 fee due to Northland, $250,000 is contingent upon consummation of the merger.⁹ It is clear to us that this fee structure creates an obvious financial incentive for the adviser to deliver a favorable opinion.

No discounted cash flow analysis was performed. A discounted cash flow (“DCF”) analysis is the most widely used and fundamental methodology for valuing an acquisition target. Northland’s stated reason for omitting it (that “adequate long-term financial projections” were not available¹⁰) is itself a damning admission. If the target’s own management cannot produce long-term financial projections, we believe the Board should be questioning whether this transaction should be pursued at all, not merely agreeing to waive the most fundamental valuation discipline.

The comparable company analysis produced extraordinarily wide valuation ranges. Northland’s enterprise value/revenue analysis yielded an implied enterprise value for CFO Silvia of $29 million to $153 million. The enterprise value/gross profit analysis produced a range of $51 million to $340 million.¹¹ These ranges are so wide as to be essentially meaningless, and in our opinion, they provide no real valuation anchor for the Board to adequately review the transaction.

We question whether the Board has in fact met its fiduciary obligation to ensure that this transaction is fair to ProCap’s public stockholders from a financial point of view.

IV. What Is Actually Being Acquired?

In the “Background of the Merger” section of the Company’s Proxy Statement, we learn of a meeting that took place on January 15, 2026 between the Board’s Special Committee, the Special Committee’s legal counsel, and Anthony Pompliano to “discuss the Merger and to understand ProCap’s strategy related to CFO Silvia. The discussion was focused primarily on the strategic rationale for the acquisition in light of CFO Silvia’s rapid revenue growth.”¹²

In Company’s Proxy Statement, we also get the benefit – and conflicting evidence – of seeing CFO Silvia’s financial statements. They show that CFO Silvia earned zero revenue between incorporation (on September 19, 2025) through December 31, 2025.¹³ Which one is it: “rapid revenue growth” or zero revenue?

CFO Silvia, Inc. was incorporated in Delaware on September 19, 2025, approximately five months before the Merger Agreement was signed. Its product is currently offered for free, with no disclosed pricing model or timeline for monetization. It has just four full-time employees. The Company’s Proxy Statement clearly states that the combined company expects to incur losses for the foreseeable future.

CFO Silvia is an early-stage startup application with no clear path to revenue generation, for which ProCap’s stockholders are being asked to surrender a significant portion of their proportional claim on over 5,000 Bitcoin in exchange. We fear that the acquisition target is simply not an established operating business that can conceivably be worth such a substantial dilution of BRR stockholders.

We encourage all BRR stockholders to vote “AGAINST” the Merger Proposal at the Annual Meeting.

V. The Way Forward: The Board Should Focus on Maximizing Shareholder Value and Improving Corporate Governance

We also want to highlight the fundamental contradiction in the Company’s own capital allocation logic. ProCap has publicly acknowledged that its shares trade at a significant discount to its NAV, and the Company has been repurchasing some shares at these discounted prices. They have correctly recognized that doing so is accretive to stockholders. Yet through the Merger, the Board is now proposing issuing up to 18 million new shares. If repurchasing shares at a discount to NAV creates value, then the Board is tacitly acknowledging that issuing shares at that same time destroys value. The Board cannot have it both ways.

We believe the most accretive action available to the Company is to focus on maximizing its share repurchases while the market is offering ProCap’s stock at a meaningful discount to the underlying value of its assets.

Further, we believe the Board’s apparent lack of responsible oversight of the Merger – evident by the poor handling of conflicts issues and inadequate fairness opinion – were compounded by the Company’s poor corporate governance.

For example, ProCap maintains a classified board structure. Under this governance structure, only a portion of the directors stand for election each year, limiting stockholders’ ability to hold the Board accountable for decisions like this Merger. Rather than pursuing a conflicted acquisition, the Board should be focused on improving its own corporate governance. We suggest they start with declassifying the Board.

We encourage BRR stockholders to vote “AGAINST” or “ABSTAIN” from the election of the Company’s nominee for Class I director to send a clear signal to the Board and management that BRR stockholders expect and deserve better from their Company.

Conclusion

ATG Capital believes the proposed acquisition of CFO Silvia, as currently structured, raises serious concerns for ProCap’s public stockholders. We believe the transaction would require stockholders to surrender a meaningful portion of their current ownership—and their corresponding proportional claim on ProCap’s Bitcoin treasury—in exchange for a months-old, pre-revenue startup, through a process compromised by disqualifying conflicts of interest, an unexplained director resignation, and a fairness opinion that lacks a meaningful analytical foundation.

We encourage all ProCap stockholders to carefully review the proxy materials and the concerns raised in this letter, and then vote “AGAINST” the Merger Proposal and “AGAINST” or “ABSTAIN” from the election of the Company’s nominee at the Annual Meeting.

We remain open to constructive dialogue with the Board regarding alternative paths to value creation for all stockholders.

Respectfully,

ATG Capital Management LP

THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. ATG CAPITAL IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. ATG CAPITAL IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.

About ATG Capital

ATG Capital Management LP is a privately-held investment firm that manages investment vehicles for select accredited investors. ATG invests primarily in public equity markets, utilizing alternative strategies including direct and constructive engagement, in pursuit of providing superior investment returns.

Contact

ATG Capital Management LP
Gabi Gliksberg
contact@atgfund.com

__________________________

¹ See Company DEF14A filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2026, available at https://www.sec.gov/Archives/edgar/data/2076163/000149315226009460/formdefa14a.htm.
² See Company’s Proxy Statement filed on Schedule 14A with the SEC on March 2, 2026, available at https://www.sec.gov/ix?doc=/Archives/edgar/data/2076163/000149315226008544/formdefm14a.htm.
³ Id.
⁴ See https://x.com/APompliano/status/2024229454219034916
⁵ See Schedule 13D filed by Inflection Points with the SEC on December 11, 2025, available at https://www.sec.gov/Archives/edgar/data/2076163/000121390025120807/0001213900-25-120807-index.htm
⁶ See Company’s Proxy Statement.
⁷ See Id.
⁸ See Id.
⁹ See Id.
¹⁰ See Id.
¹¹ See Id.
¹² See Id.
¹³ See Id.

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