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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 3, 2025
Columbus Circle Capital Corp I
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42653 | 99-3947168 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3 Columbus Circle, 24th Floor
New York, NY 10019
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (646) 792-5600
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | BRRWU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | BRR | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | BRRWW | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 3, 2025, the Company held an extraordinary general meeting of shareholders (the “Meeting”) in connection with its previously announced business combination (the “Business Combination”) with ProCap BTC, LLC, a Delaware limited liability company (“ProCap”), ProCap Financial, Inc., a Delaware corporation (the “Pubco”) and other parties thereto, pursuant to that certain business combination agreement, dated as of June 23, 2025, as amended on July 28, 2025 (as may be further amended, restated or otherwise modified from time to time, the “Business Combination Agreement”).
At the Meeting, the Company’s shareholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission (“SEC”) on November 12, 2025 (the “Proxy Statement”), and each of the proposals was approved by the shareholders.
The final voting results for each matter submitted to a vote of the shareholders at the Meeting are as follows:
| ● | Proposal 1 — The Domestication Proposal — To approve by way of a special resolution (a) the change of domicile of the Company by way of a continuation out of the Cayman Islands and a domestication into the State of Delaware as a corporation (the “Domestication”); and (b) the filing of a Certificate of Corporate Domestication with the Secretary of State of Delaware, under which the Company will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware. |
| FOR | AGAINST | ABSTENTIONS | ||
| 8,333,333 | 0 | 0 |
| ● | Proposal 2 — The CCCM Interim Charter Proposal — To approve by way of a special resolution, subject to the approval of the Domestication Proposal by way of a special resolution, upon the Domestication taking effect, (a) the adoption of the certificate of incorporation, in the form appended to the Proxy Statement as Annex B, in place of the Company’s amended and restated memorandum and articles of association, as currently in effect (the “CCCM Memorandum and Articles”), and which will remove or amend those provisions of the CCCM Memorandum and Articles that terminate or otherwise cease to be applicable as a result of the Domestication; and (b) the adoption of bylaws in the form appended as Annex C to the Proxy Statement. |
| FOR | AGAINST | ABSTENTIONS | ||
| 8,333,333 | 0 | 0 |
| ● | Proposal 3 — The Business Combination Proposal — To approve by way of an ordinary resolution the Business Combination Agreement, by and among the Company, Pubco, Crius SPAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”), ProCap, and Inflection Points Inc d/b/a Professional Capital Management, a Delaware corporation, pursuant to which, among other things, following the Domestication, (a) SPAC Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “SPAC Merger”), and (b) Company Merger Sub will merge with and into ProCap, with ProCap continuing as the surviving entity (the “Company Merger”). |
| FOR | AGAINST | ABSTENTIONS | ||
| 19,429,420 | 7,194,713 | 9,961 |
| ● | Proposal 4 — The Pubco Charter Proposal — To approve by way of ordinary resolution the adoption of the amended and restated certificate of incorporation of Pubco (the “Pubco Charter”) and the amended and restated bylaws of Pubco (the “Pubco Bylaws”), substantially in the form attached to the Proxy Statement as Annexes D and E, respectively (the “Proposed Organizational Documents”), which are necessary to adequately address the needs of Pubco following the closing of the Business Combination (the “Closing”). |
| FOR | AGAINST | ABSTENTIONS | ||
| 19,432,593 | 7,011,540 | 189,961 |
| ● | Proposal 5 — The Organizational Documents Proposals — To approve by way of an ordinary resolution, on a non-binding advisory basis, three separate proposals to approve the material differences between the CCCM Memorandum and Articles and the Proposed Organizational Documents. |
Proposal 5(A) — To approve the provision in the Pubco Charter authorizing the issuance of up to 600,000,000 shares, consisting of 550,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share.
| FOR | AGAINST | ABSTENTIONS | ||
| 18,684,646 | 7,936,196 | 13,252 |
Proposal 5(B) — To approve the provision of the Pubco Charter requiring, subject to the DGCL, the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of common stock, par value $0.0001 per share, of Pubco (the “Pubco Stock”) entitled to vote thereon, voting together as a single class, to amend, repeal, or modify the Pubco Charter or Pubco Bylaws.
| FOR | AGAINST | ABSTENTIONS | ||
| 19,426,547 | 7,015,545 | 192,002 |
Proposal 5(C) — To approve all provisions of the Proposed Organizational Documents related to the change from a blank check company with a limited time period to complete a business combination to a corporation with perpetual existence.
| FOR | AGAINST | ABSTENTIONS | ||
| 19,427,752 | 7,014,540 | 191,802 |
| ● | Proposal 6 — The Director Election Proposal — To approve by way of an ordinary resolution a proposal to elect five directors to serve on the board of directors of Pubco following the Closing for the applicable term under the Pubco Charter, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal. |
| FOR | WITHHOLD | |||||||
| Anthony Pompliano | 19,464,089 | 7,170,005 | ||||||
| Gary Quin | 19,464,101 | 7,169,993 | ||||||
| Bill Koutsouras | 19,464,101 | 7,169,993 | ||||||
| William H. Miller IV | 19,464,101 | 7,169,993 | ||||||
| Eric Jackson | 19,463,801 | 7,170,293 | ||||||
| ● | Proposal 7 — The Nasdaq Proposal — To approve by way of an ordinary resolution a proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of (i) shares of Pubco Stock in connection with the Business Combination and (ii) additional shares of Pubco Stock that will, upon Closing, be reserved for issuance (a) upon conversion of certain convertible notes issued pursuant to the Convertible Note Subscription Agreements and (b) pursuant to the ProCap Financial, Inc. 2025 Equity Incentive Plan (the “2025 Incentive Plan”), to the extent such issuances would require shareholder approval under Nasdaq Rule 5635. |
| FOR | AGAINST | ABSTENTIONS | ||
| 19,453,840 | 6,988,874 | 191,380 |
| ● | Proposal 8 — The Incentive Plan Proposal — To approve by way of an ordinary resolution the 2025 Incentive Plan. The form of the 2025 Incentive Plan to become effective upon the Closing is appended to the Proxy Statement as Annex F. |
| FOR | AGAINST | ABSTENTIONS | ||
| 18,806,724 | 7,817,309 | 10,061 |
As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.
In light of receipt of the requisite approvals by the Company’s shareholders described above, the Company expects the Business Combination to be completed promptly following the satisfaction or waiver of the other conditions to the consummation of the Business Combination.
Item 7.01 Regulation FD Disclosure.
On December 3, 2025, the Company and Pubco issued a joint press release (the “Press Release”) announcing that the Business Combination was approved by the Company’s shareholders. A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 3, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COLUMBUS CIRCLE CAPITAL CORP I | |||
| By: | /s/ Gary Quin | ||
| Name: | Gary Quin | ||
| Title: | Chief Executive Officer | ||
| Dated: December 3, 2025 | |||
Exhibit 99.1
Columbus Circle Capital Corp I Shareholders Approve Business Combination with ProCap BTC
New York, New York, Dec. 03, 2025 (GLOBE NEWSWIRE) -- Columbus Circle Capital Corp I (“BRR”) (Nasdaq: BRR) and ProCap BTC, LLC (“ProCap BTC”), a modern financial services firm leveraging bitcoin, today announced that BRR’s shareholders voted to approve the proposed business combination with ProCap BTC (“Business Combination”) at an extraordinary general meeting held today.
The Business Combination is expected to close on or about Friday, December 5, 2025, subject to the satisfaction or waiver of all closing conditions. Following the closing of the transaction, the go-forward public company will be named ProCap Financial, Inc. (“ProCap Financial”) and its common stock is expected to begin trading on the Nasdaq Global Market under the symbol “BRR” following the closing of the transaction.
A Current Report on Form 8-K disclosing the full voting results will be filed by BRR with the Securities and Exchange Commission (the “SEC”).
About Columbus Circle Capital Corp I
Columbus Circle Capital Corp I (NASDAQ: BRR) is a Cayman Islands–incorporated blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company is led by Chairman and CEO Gary Quin, a veteran investment banker with over 25 years of experience in cross-border M&A, private equity, and capital markets; COO Dan Nash, a skilled investment banker, with a strong track record in SPAC execution and building high-growth advisory platforms; and CFO Joseph W. Pooler, Jr., who brings decades of public company financial leadership.
About ProCap BTC
ProCap BTC, LLC is a modern financial services firm leveraging bitcoin. ProCap BTC has raised more than $750 million from leading investors across traditional finance and the bitcoin industry. As part of that fundraise, the Company has entered into a Business Combination Agreement with Columbus Circle Capital Corp I (Nasdaq: BRR) to create ProCap Financial, Inc., which aims to offer products and services designed to improve the financial lives of 1 billion people.
IMPORTANT LEGAL INFORMATION
In connection with the Proposed Transactions (as defined herein) by and among ProCap BTC, ProCap Financial and BRR, ProCap Financial has filed with SEC a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”), which became effective on November 8, 2025, which includes a proxy statement of BRR and a prospectus, and BRR has filed a definitive proxy statement with the SEC on November 12, 2025 (the “Proxy Statement”) in connection with (i) the proposed Business Combination, to be effected subject to and in accordance with the terms of the Business Combination Agreement dated as of June 23, 2025 (as amended on July 28, 2025, and as may be further modified, amended or supplemented from time to time, the “Business Combination Agreement”), by and among ProCap BTC, ProCap Financial, BRR, Crius SPAC Merger Sub, Inc., a Delaware corporation, Crius Merger Sub, LLC, a Delaware limited liability company and Inflection Points Inc, d/b/a Professional Capital Management, a Delaware corporation (collectively with all of the related actions and transactions contemplated by such agreement, the “Business Combination”), (ii) a private placement of non-voting preferred units (“ProCap BTC Preferred Units”) of ProCap BTC to certain “qualified institutional buyers” as defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), or institutional “accredited investors” (as defined in Rule 506 of Regulation D)(such investors, “qualifying institutional investors”) (the “Preferred Equity Investment”) pursuant to preferred equity subscription agreements, and (iii) commitments by qualifying institutional investors to purchase convertible notes (“Convertible Notes”) issuable in connection with the closing of the Proposed Transactions by ProCap Financial (the “Convertible Note Offering” and, together with the Preferred Equity Investment and the Business Combination, the “Proposed Transactions”) pursuant to convertible notes subscription agreements. The definitive proxy statement and other relevant documents have been mailed to shareholders of BRR as of the Record Date. BRR and/or ProCap Financial will also file other documents regarding the Proposed Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions.
Investors and security holders will also be able to obtain copies of the Registration Statement, the Prospectus and all other documents filed or that will be filed with the SEC by BRR and ProCap Financial, without charge, once available, on the SEC’s website at www.sec.gov, or by directing a request to: Columbus Circle Capital Corp. I, 3 Columbus Circle, 24th Floor, New York, NY 10019; e-mail: IR@ColumbusCircleCap.com, or upon written request to ProCap Financial Inc. at 600 Lexington Ave., Floor 2, New York, NY 10022, respectively.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The offer and sale of the Convertible Notes to be issued by ProCap Financial pursuant to the Convertible Note Offering and the offer and sale of the ProCap BTC Preferred Units in the Preferred Equity Investment, in connection with the Proposed Transactions, has not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Participants in Solicitation
BRR, ProCap BTC, ProCap Financial and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from BRR’s shareholders in connection with the Proposed Transactions. A list of the names of such persons, and information regarding their interests in the Proposed Transactions and their ownership of BRR’s securities are, or will be, contained in BRR’s filings with the SEC, including the final prospectus for BRR’s initial public offering filed with the SEC on May 19, 2025 (the “IPO Prospectus”). Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of BRR’s shareholders in connection with the Proposed Transactions, including the names and interests of ProCap BTC’s and ProCap Financial’s respective directors or managers and executive officers is contained in the Registration Statement and the Proxy Statement/Prospectus. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication and the information contained herein is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of BRR, ProCap BTC or ProCap Financial, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions involving ProCap Financial, ProCap BTC, and BRR, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding ProCap BTC, ProCap Financial, BRR and the Proposed Transactions, statements regarding the anticipated benefits and timing of the completion of the Proposed Transactions, the assets that may be held by ProCap BTC and ProCap Financial and the value thereof, the price and volatility of bitcoin, bitcoin’s growing prominence as a digital asset and as the foundation of a new financial system, ProCap Financial’s listing on any securities exchange, the macro and political conditions surrounding bitcoin, the planned business strategy including ProCap Financial’s ability to develop a corporate architecture capable of supporting financial products built with and on bitcoin including native lending models, capital market instruments, and future innovations that will replace legacy financial tools with bitcoin-aligned alternatives, plans and use of proceeds, objectives of management for future operations of ProCap Financial, the upside potential and opportunity for investors, ProCap Financial’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial impacts of the Proposed Transactions, the satisfaction of closing conditions to the Proposed Transactions and the level of redemptions of BRR’s public shareholders, and ProCap Financial’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, but not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price of BRR’s securities; the risk that the Proposed Transactions may not be completed by BRR’s business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the Proposed Transactions; failure to realize the anticipated benefits of the Proposed Transactions; the level of redemptions of the BRR’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of BRR or the shares of common stock, par value $0.001 per share, of ProCap Financial (“Pubco Common Stock”) to be listed in connection with the Proposed Transactions; the insufficiency of the third-party fairness opinion for the board of directors of BRR in determining whether or not to pursue the Proposed Transactions; the failure of ProCap Financial to obtain or maintain the listing of its securities on any securities exchange after the closing of the Proposed Transactions; risks associated with BRR, ProCap BTC and ProCap Financial’s ability to consummate the Proposed Transactions timely or at all, including in connection with potential regulatory delays or impediments, changes in bitcoin prices or for other reasons; costs related to the Proposed Transactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to ProCap Financial’s anticipated operations and business, including the highly volatile nature of the price of bitcoin; the risk that ProCap Financial’s stock price will be highly correlated to the price of bitcoin and the price of bitcoin may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions; asset security and risks associated with BRR, ProCap BTC and ProCap Financial’s ability to consummate the Proposed Transactions timely or at all, including in connection with potential regulatory delays or impediments, changes in bitcoin prices or for other reasons; risks related to increased competition in the industries in which ProCap Financial will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding bitcoin; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks related to the ability of ProCap BTC and ProCap Financial to execute their business plans; the risks that launching and growing ProCap Financial’s bitcoin treasury advisory and services in digital marketing and strategy could be difficult; challenges in implementing ProCap Financial’s business plan, due to operational challenges, significant competition and regulation; risks associated with the possibility of ProCap Financial being considered to be a “shell company” by any stock exchange on which ProCap Financial’s common stock will be listed or by the SEC, which may impact ProCap Financial’s ability to list Pubco Common Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities, which could impact materially the time, cost and ability of ProCap Financial to raise capital after the closing of the Proposed Transactions; the outcome of any potential legal proceedings that may be instituted against ProCap Financial, ProCap BTC, BRR or others in connection with or following the announcement of the Proposed Transactions, and those risk factors discussed in documents that ProCap Financial and/or BRR filed, or that will be filed, with the SEC, including as set forth in the Registration Statement filed with the SEC in connection with the Proposed Transactions.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the IPO Prospectus, BRR’s Quarterly Reports on Form 10-Q and BRR’s Annual Reports on Form 10-K that will be filed by BRR from time to time, the Registration Statement that has been filed by ProCap Financial and BRR and the Proxy Statement/Prospectus contained therein, and other documents that have been or will be filed by BRR and ProCap Financial from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither BRR nor ProCap Financial presently know or that BRR and ProCap Financial currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and each of BRR, ProCap BTC, and ProCap Financial assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither BRR, ProCap BTC, nor ProCap Financial gives any assurance that any of BRR, ProCap BTC or ProCap Financial will achieve their respective expectations. The inclusion of any statement in this communication does not constitute an admission by BRR, ProCap BTC or ProCap Financial or any other person that the events or circumstances described in such statement are material.
MEDIA CONTACTS
Erica Chase
press@procapfinancial.com
Dan Nash
IR@ColumbusCircleCap.com