Announcement • Apr 06
ProCap Financial, Inc. (NasdaqGM:BRR) acquired CFO Silvia, Inc. from Inflection Points Inc., Shain Noor and others.
ProCap Financial, Inc. (NasdaqGM:BRR) entered into a non-binding letter of intent to acquire CFO Silvia, Inc. from Inflection Points Inc., Shain Noor and others on January 19, 2026. ProCap Financial, Inc. entered into merger agreement to acquire CFO Silvia, Inc. from Inflection Points Inc., Shain Noor and others for $39.1 million on February 8, 2026. Each share of CFO Silvia common stock outstanding immediately will be converted into the right to receive shares of Common Stock of the Company, consisting of (i) the per share merger consideration, and (ii) any per share earnout consideration. The consideration consists of 9 million common equity of ProCap Financial, Inc. to be issued for common equity of CFO Silvia, Inc. ProCap Financial, Inc. will pay an earnout/contingent payment common equity of 9 million common equity of ProCap Financial, Inc. subject to the Purchaser Trading Price equals or exceeds nine dollars.
Upon completion, Shain Noor, Silvia’s Co-Founder, will assume the role of Chief Technology Officer for ProCap Financial. At the Effective Time, the post-Merger company is expected to initially consist of all four (4) of the current members of ProCap’s board of directors, comprised of Anthony Pompliano, Gary Quin, Bill Koutsouras and Eric Jackson, each until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal.
Under LOI, The transaction would be subject to customary closing conditions, including completion of due diligence, execution of definitive agreements, board and stockholder approvals, receipt of a fairness opinion, and regulatory approvals. Under agreement, the transaction is subject to subject to antitrust regulations under HSR Act, regulatory approval, Appraisal Rights, Certain Ancillary Documents, Escrow Agreement and subject to ProCap Financial, Inc. and CFO Silvia, Inc. shareholder approval which is currently expected to occur by the end of the first quarter of 2026 and the transaction is expected to close shortly thereafter. ProCap Financial, Inc. formed a special committee. Board of directors of ProCap Financial, Inc. and CFO Silvia, Inc. unanimously approved the agreement. On February 19, 2026, it was announced that the annual meeting of the stockholders of ProCap Financial, Inc. to be held on March 27, 2026 in order to approve the transaction. On March 30, 2026, ProCap Financial Stockholders approved the acquisition.
Lynwood Reinhardt, Jennifer Riso and Katie Geddes of Reed Smith LLP acted as legal advisor for ProCap Financial, Inc. Matthew Homan of Womble Bond Dickinson acted as legal advisor for CFO Silvia, Inc. Sodali & Co Global LLC acted as proxy solicitor and Northland Securities, Inc. acted as financial advisor and financial opinion provider for ProCap Financial, Inc. Continental Stock Transfer & Trust Company acted as transfer agent for ProCap Financial, Inc. Royer Cooper Cohen Braunfeld LLC acted as legal counsel for special committee of ProCap Financial, Inc.
ProCap Financial, Inc. (NasdaqGM:BRR) completed the acquisition of CFO Silvia, Inc. from Inflection Points Inc., Shain Noor and others on April 6, 2026.
