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Share-Based Compensation (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
Share-Based Compensation (Details Narrative) - USD ($)	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025	Apr. 06, 2026
CFO Silvia [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Consideration shares issuable				$ 1.90
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted			8,220,000
Unrecognized compensation cost			$ 17,058,191
Share-based compensation expense			$ 442,043
Weighted average grant date fair value			$ 2.13
Restricted Stock Units (RSUs) [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average remaining period			2 years 1 month 6 days
Restricted Stock Units (RSUs) [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average remaining period			3 years 11 months 4 days
Time-based Restricted Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted		3,353,832
Grant date fair value		$ 7,700,000
Weighted average grant date fair value		$ 2.27
Time-based Restricted Stock Units [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vest over period		1 year
Time-based Restricted Stock Units [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vest over period		4 years
Time Based Restricted Stock Units RSU [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average remaining period		1 year 2 months 12 days
Share-based compensation expense	$ 2,000,000.0	$ 4,200,000
Unrecognized compensation cost	3,500,000	$ 3,500,000
Market-based Restricted Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted		4,356,450
Grant date fair value		$ 5,100,000
Weighted average grant date fair value		$ 1.17
Market-based Restricted Stock Units [Member] \| CFO Silvia [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted		4,356,450
Consideration shares issuable				$ 9.00
Market Based Restricted Stock Units RSU [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average remaining period		3 years
Share-based compensation expense	1,700,000	$ 3,100,000
Unrecognized compensation cost	$ 18,100,000	$ 18,100,000

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		6 Months Ended
	Dec. 31, 2025	Jun. 30, 2026
Class of Warrant or Right [Line Items]
Federally insured limits	$ 144,989,552
Accounts held	24,430,101
Cash equivalents money market treasury funds	25,002,553
Restricted cash	149,885,332
Convertible note payable	145,239,552
Derivative security	4,645,780
Accounts receivable	$ 45,000
Interest rate	9.00%
Cash Equivalents, at Carrying Value	$ 25,002,553	15,300,000
Working capital deficiency		77,300,000
Intangible asset amortization expense		$ 1,200,000
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	12,500,000
Private Placement [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	$ 352,500

Schedule of Supplemental Cash Flows Information Related to Operating Lease (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Earnings Per Share [Abstract]
Operating lease right-of-use asset	$ 961
Operating lease liability, current portion	298
Operating lease liability, non-current portion	736
Total operating lease liability	$ 1,034

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, they do not include all information and disclosures required by GAAP for complete annual financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim periods presented have been included.

The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. These condensed unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of ProCap Financial, Inc. and the Company’s wholly-owned subsidiaries. All intercompany transactions have been eliminated upon consolidation of these entities.

Use of Estimates

The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate is the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which could change in the near term due to one or more future confirming events. Significant accounting estimates include the fair values of the assets acquired and liabilities assumed in the CFO Silvia acquisition, including acquired identifiable intangible assets and their estimated useful lives, the fair value of the contingent consideration issuable under the share-settled earnout arrangement, valuations of the conversion feature liability associated with the Convertible Note, and the valuations of share-based awards. Accordingly, the actual results could differ significantly from those estimates.

Liquidity and Capital Resources

As of June 30, 2026, we had cash and cash equivalents of approximately $15.3 million and working capital of approximately ($77.3 million). The negative working capital resulted primarily from the Convertible Notes that can, at the option of the holders, be repurchased for cash in June 2027 (see further in Note 7). The Company believes it has sufficient resources to meet this potential obligation, primarily through its holding of Bitcoin.

Business Combinations

The Company applies the provisions of the Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for its acquisitions. The assets acquired and liabilities assumed are recognized at their acquisition date fair values, and goodwill is measured as the excess of consideration transferred over the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which shall not exceed one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s unaudited condensed consolidated statements of operations.

The Company uses all available information to estimate fair values, including quoted market prices, the carrying value of acquired assets and assumed liabilities and valuation techniques. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as the useful lives of the assets acquired, can materially impact the Company’s financial condition or results of operations. Other estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed.

Intangible Assets, net

Intangible assets are initially recorded at their estimated fair values as of the acquisition date and are amortized on a straight-line basis over their estimated useful lives. The Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible asset amortization expense of $1.2 million for the six months ended June 30, 2026 is recorded within general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations.

Based on the carrying value of intangible assets at June 30, 2026, estimated amortization expense for the subsequent five years is as follows (in thousands):

	Amount
2026 (excluding the six months ended June 30, 2026)	$	2,369
2027		4,739
2028		4,739
2029		1,299
2030		152
2031		152
Thereafter		645
Intangible assets, net	$	14,095

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually and more frequently if events or changes in circumstances indicate that impairment may exist. The Company may perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If necessary, the Company performs a quantitative impairment test and recognizes an impairment loss for the amount by which the carrying amount of the reporting unit exceeds its fair value, limited to the amount of goodwill allocated to the reporting unit.

Leases

The Company accounts for leases in accordance with ASC 842, Leases. At contract inception, the Company determines whether an arrangement contains a lease based on whether it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company has elected the practical expedient under ASC 842 to account for lease and non-lease components as a single lease component for its studio lease. Variable payments associated with cleaning services, utilities, building amenities, and other operating costs are recognized as lease expense in the period incurred and are not included in the measurement of the lease liability.

Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset over the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

Lease liabilities are measured using the present value of fixed lease payments. The Company uses its incremental borrowing rate at the commencement date to discount the lease payments, as the rate implicit in the lease is generally not readily determinable.

ROU assets are measured as the initial amount of the lease liability, adjusted for lease prepayments, initial direct costs, and lease incentives received. Lease expense for operating leases is recognized on a straight-line basis over the lease term.

The Company has elected the short-term lease exemption for leases with an initial term of 12 months or less; such leases are not recognized on the balance sheet and lease payments are recognized as expense on a straight-line basis over the lease term.

Leases are presented on the Company’s unaudited condensed consolidated balance sheet as ROU assets, lease liability, current, and lease liability, non-current. Cash payments for operating leases are included in operating activities.

Recent Accounting Pronouncements, recently adopted:

In December 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This ASU provides guidance on the accounting for induced conversions of convertible debt instruments and eliminates the current requirement to recognize an expense equal to the fair value of all securities and other consideration transferred in an induced conversion that is in excess of the fair value of securities issuable pursuant to the original conversion terms. The amendments are effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Simplifications to the Current Expected Credit Losses Model for Certain Financial Assets. This ASU introduces a practical expedient that permits entities to estimate expected credit losses for certain short-term financial assets, including trade receivables and contract assets, based on current conditions without requiring reasonable and supportable forecasts. The new guidance is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements, not yet adopted:

In December 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The update improves financial reporting by requiring that public business entities disclose additional information about certain costs and expenses categories: (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization in the notes to financial statements at interim and annual reporting periods. This update is effective for fiscal years beginning after December 15, 2026, and early adoption is permitted. Additionally, in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). ASU No. 2025-01 amends the effective date of ASU No. 2024-03 to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31, referred to as non-calendar year end entities. All public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The amendments should be applied prospectively with retrospective applications also permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures, however, the Company does not expect the adoption of this guidance to have a material impact on the Company’s unaudited condensed consolidated financial statements.

Note 3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of the Company’s management, are necessary to present fairly the financial position, results of operations, and cash flows for the period presented in accordance with GAAP. References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). References in the accompanying notes to accounting guidance issued by FASB are to the FASB Accounting Standards Codification (“ASC”). As this is the Company’s first annual reporting period, there are no prior-period consolidated financial statements for comparison. The consolidated financial statements include all information and disclosures required by U.S. GAAP for a complete set of annual financial statements.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Procap Financial, Inc. and the Company’s wholly owned subsidiaries. All intercompany transactions have been eliminated upon consolidation of these entities.

Use of Estimates

The preparation of the accompanying financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Segment Information

ASC 280, “Segment Reporting” (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as a single operating segment. The Company’s CODM is the Chief Executive Officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM uses cash flows as the primary measure to manage the business and does not segment the business for internal reporting or decision making.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, restricted cash, and Bitcoin. The Company maintains its cash, cash equivalents, restricted cash and Bitcoin with major financial institutions and reputed Bitcoin custodians. The Company’s cash consists of accounts held within financial institutions which, at times, may exceed federally insured limits. The cash balance in excess of the federally insured limits was $144,989,552 as of December 31, 2025. Accounts held through Bitcoin custodians, Anchorage Digital Bank and Bitgo Trust Company, which totaled $24,430,101, and cash equivalents money market treasury funds, which totaled $25,002,553, are not insured by the Federal Deposit Insurance Corporation. Our Bitcoin is held offline in cold storage with multiple third-party providers. As of December 31, 2025 approximately 50% of our Bitcoin was held at Anchorage Digital Bank and approximately 50% of our Bitcoin was held at Bitgo Trust Company.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents.

Restricted Cash

The Company classifies cash as restricted cash when it is held in a separate bank account and its withdrawal or general use is legally restricted, or when a portion of cash is designated as collateral. The Company had restricted cash of $149,885,332 as of December 31, 2025, which represented $145,239,552 set aside as collateral for the Convertible Notes (as defined in Note 8) and $4,645,780 required to be set aside as collateral for the derivative security, refer to Note 14 for additional information.

Fixed Assets, net

Property, plant and equipment is stated at cost, less accumulated depreciation. Betterments, renewals, and extraordinary repairs that materially extend the useful life of the asset are capitalized; other repairs and maintenance charges are expensed as incurred. The Company includes equipment, furniture and fixtures, and leasehold improvements in the fixed assets.

The Company’s depreciation expense is calculated using the straight-line method over the estimated useful lives of the related assets, which results in depreciation being incurred evenly over the life of an asset. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service.

Prepaid Expenses

The Company includes in prepaid expenses payments made in advance for goods and services for which the Company will receive a future benefit. Prepaid expenses are recorded at cost and are expensed over the period in which the benefit is realized.

Fair value measurement

The Company’s financial assets and liabilities are accounted for in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:

Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 — Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly or indirectly.

Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or a liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

Digital assets

As a result of the adoption of ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), the Company accounts for its qualifying crypto assets within the scope of ASC 350-60. Accordingly, such crypto assets are measured at fair value at each reporting date.

The fair value of the Company’s digital assets is determined using the period-end closing price quoted on Coinbase, an active market, in accordance with ASC 820, Fair Value Measurement. Because digital asset markets operate on a continuous, 24-hour basis, the Company uses the price as of midnight Coordinated Universal Time (UTC) as of the reporting date. Quoted prices for identical digital assets in active markets represent Level 1 inputs in the fair value hierarchy.

Changes in the fair value of digital assets are recognized in change in fair value of digital assets within other income (loss) in the consolidated statement of operations. When the Company sells digital assets, realized gains or losses are measured as the difference between the cash proceeds received and the carrying value of the digital assets sold, as determined using the first-in, first-out (“FIFO”) method. Realized gains and losses are recorded in realized gain or loss on sale of digital assets in the consolidated statement of operations.

The Company’s current treasury strategy is to retain Bitcoin as its primary treasury reserve asset. Based on this strategy, the Company classifies its digital assets as non-current assets on the consolidated balance sheet. As of December 31, 2025, the Company held its Bitcoin with third-party custodians, consisting of approximately 2,500 Bitcoin held with Anchorage Digital Bank, N.A. and approximately 2,500 Bitcoin held with BitGo Trust Company, Inc. The Company retains control over the underlying digital assets held with these custodians. The Company has entered into derivative contracts, including Bitcoin selling put option contracts, as part of a broader Bitcoin treasury and income generating strategy to manage exposure to fluctuations in the market price of Bitcoin or for trading purposes. The put options sold provide the right to buy Bitcoin at a specified strike price on a stated maturity date. The contracts to date have been exchange-traded and may be cash-settled or physically settled. These instruments are accounted for separately as derivatives and are not considered digital assets. Gains and losses related to the derivative contracts are recognized in other income (expense) on the consolidated statement of operations.

Accounts Payable and Accrued Expenses

The Company’s payables and accrued expenses result primarily from the administration of the Company. The Company records accounts payable upon receipt of a vendor invoice. Accrued expenses are recognized when incurred, not when paid, to accurately reflect expenses within the period they relate to, ensuring proper matching under accrual basis accounting.

Derivative Liabilities

The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives per ASC 815, Derivatives and Hedging (“ASC 815”). The preferred units issued prior to the Business Combination contain certain features that meet the definition of an embedded derivative requiring bifurcation as a separate compound financial instrument (the “Derivative Liability”). The Derivative Liability was recorded at fair value upon entering into the LLC Agreement and was subsequently remeasured to fair value at each reporting period with the corresponding change in fair value recognized in Change in fair value of conversion feature - preferred units in the consolidated statement of operations. The conversion feature was initially valued and was remeasured using Black-Scholes pricing model. The Black-Scholes model requires the use of Level 3 unobservable inputs, primarily the current value of the underlying share, the exercise price of the option, and the estimated volatility of the value of the share over the life of the option.

The Convertible Notes contain a conversion feature that must be bifurcated and accounted for as a derivative instrument (the “Derivative Liability”) (See Note 8). The Derivative Liability was recorded at fair value upon the issuance of the Convertible Notes and is to be subsequently remeasures to fair value at each reporting period recognized in Change in fair value of convertible note conversion feature in the consolidated statement of operations. The Derivative Liability was initially valued and is remeasured using a Black-Scholes option pricing model. The Black-Scholes option pricing model requires the use of Level 3 unobservable inputs, primarily the current value of the underlying share and the Bitcoin price volatility.

Refer to Note 11 “Fair Value Measurements” for details regarding the fair values.

Revenue Recognition Policy

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized when control of promised services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.

The Company typically provides advertising and marketing services through weekly digital media placements, including audio, and social media advertisements. Revenue is recognized over time, as the customer simultaneously receives and consumes the benefits of the services as they are performed (ASC 606-10-25-27(a)). For contracts in which services are provided evenly over the term of the arrangement, the Company applies a time-elapsed (straight-line) measure of progress, as this method best reflects the pattern of satisfaction of the performance obligation.

Customer payments are typically due upfront or within 30 days of service commencement. Amounts invoiced and cash received upfront, but not yet earned are recorded as deferred revenue until the related services are performed.

Management evaluates all contracts to determine performance obligations, transaction price, variable consideration (if any), and the existence of any significant financing components. The Company does not typically incur incremental costs to obtain contracts; therefore, no contract costs are capitalized under ASC 340-40.

Accounts Receivable

Accounts receivable represents amounts due from customers for services sold in the ordinary course of business and are initially recorded at the original invoice amount. Receivables are reported at net realizable value, net of an allowance for credit losses. The allowance is estimated using historical collection data, with uncollectible amounts written off when deemed uncollectable. The Company had accounts receivable of $45,000 as of December 31, 2025, and no recorded allowance for credit losses.

As of December 31, 2025, amounts due from one customer make up the total of accounts receivable.

Warrants

The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. There were no changes in the number of warrants issued and outstanding as of December 31, 2025 there are 12,500,000 Public Warrants and 352,500 Private Placement Warrants outstanding.

Convertible Debt

When the Company issues convertible debt, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine (1) whether the instrument should be classified as a liability under ASC 480, and (2) whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of a derivative under ASC 815. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized in the consolidated statement of operations.

The Company records the Convertible Notes as a long-term liability at face value net of debt discount and debt issuance costs. If any of the conditions to the convertibility of the Convertible Notes are satisfied, or the Convertible Notes become due within one year, then the Company may be required under applicable accounting standards to reclassify the carrying value of the Convertible Notes as a current liability.

Debt issuance costs related to the Convertible Notes were capitalized and recorded as a contra-liability and are presented net against the balance of the Convertible Notes on the consolidated balance sheet. Debt issuance costs consist of underwriting, legal and other direct costs related to the issuance of the Convertible Notes. The debt discount related to the Convertible Notes was capitalized and recorded as a contra-liability and is presented net against the balance of the Convertible Notes on the consolidated balance sheet. Debt issuance costs and debt discount are amortized to interest expense over the term of the Convertible Notes using the straight-line method which approximated the effective interest method using an effective interest rate of approximately 9.0%.

Stock-based Compensation

The Company accounts for its stock-based compensation awards in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). ASC 718 requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument to be recognized as expense in the statement of operations based on their grant award date fair values. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period.

Net Loss Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share” which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and the denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding for the period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share is calculated by including any potentially dilutive share issuance in the denominator. For the period from June 17, 2025 (inception) through December 31, 2025, all potentially dilutive securities were not included in the calculation of diluted net loss per share as their effect would be anti-dilutive.

The computation of basic and dilutive net loss per share for the period from June 17, 2025 (inception) through December 31, 2025 are as follows:

	For the period from June 17, 2025 (inception) through December 31, 2025

Numerator:
Net loss	$	(28,975,504	)

Denominator:
Weighted average number of shares of common stock outstanding, basic and diluted		73,685,031
Net loss per common stock, basic and diluted	$	(0.39	)

As of December 31, 2025, common stock equivalents not included in the computation of net loss per share because their effect would be antidilutive included the following:


Warrants (see Note 12)			12,852,500
RSUs (see Note 13)			8,220,000
Convertible Notes (see Note 8)			18,071,500
Total			39,144,000

Income taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and the measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Treasury Stock

The Company accounts for treasury stock using the cost method in accordance with U.S. GAAP. When the Company repurchases its own common stock, the purchase price, including any directly attributable transaction costs, is recorded as treasury stock, a reduction to stockholders’ equity. Treasury shares are not considered outstanding and therefore are excluded from the calculation of earnings per share and dividends.

When treasury shares are reissued, the Company uses the average cost of the shares held in treasury to determine the cost basis. Any excess of the reissuance price over the cost of the shares is recorded as an increase to additional paid-in capital. If the reissuance price is below cost, the difference is first charged to additional paid-in capital to the extent of previous net gains from treasury stock transaction; any remaining shortfall is recorded as a reduction to retained earnings.

The Company does not recognize gains or losses in the consolidated statement of operations from the purchase, reissuance or retirement of treasury stock. If treasury shares are formally retires, the Company reduces common stock and additional paid-in capital based on the original issuance amounts, with any difference between the carrying amount of the treasury shares and the amounts removed from equity recorded in retained earnings.

Recent accounting pronouncements

Recently Adopted Accounting Pronouncements:

ASU 2023-08 — Accounting for and Disclosure of Crypto Assets

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires entities to subsequently measure certain crypto assets at fair value at each reporting date, with changes in fair value recognized in net income. The guidance also requires enhanced disclosures regarding significant crypto asset holdings. The Company adopted ASU 2023-08 effective June 17, 2025. Upon adoption, qualifying digital assets are measured at fair value as of each reporting period.

The adoption of ASU 2023-08 did not have a material impact on the Company’s consolidated financial position or cash flows.

Recent Accounting Pronouncements, not yet adopted:

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The standard revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. The amendments differ from current U.S. GAAP because, for certain transactions, they replace the requirement that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance will become effective for interim and annual reporting periods beginning on January 1, 2027, will require a prospective transition method for business combinations that occur after the initial adoption date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s consolidated financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Liquidity and Capital Resources

6 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity and Capital Resources

Note 2. Liquidity and Capital Resources

As of December 31, 2025, the Company had $44,976,127 in cash and cash equivalents, $149,885,332 in restricted cash and working capital of $194,767,844. Restricted cash primarily relates to collateral requirements under the Company’s convertible notes and written Bitcoin put option contracts.

For the period from June 17, 2025 (inception) through December 31, 2025, the Company reported a net loss of $28,975,504. This net loss was primarily driven by factors that are inherently volatile and subject to market conditions, including:

	●	Realized and unrealized losses related to Bitcoin holdings due to fluctuations in the market price of Bitcoin;
	●	General and administrative expenses associated with the business combination and operating as a public company.

Because digital assets and derivative instruments are measured at fair value, the Company’s results of operations may fluctuate significantly from period to period, as discussed further in Note 11.

On December 5, 2025, the Company completed the Business Combination and issued convertible notes in the aggregate principal amount of $235,000,000 for an aggregate purchase price equal to 97% of the aggregate principal amount of the convertible notes (See Note 8).

Based on the cash and cash equivalents balance of $44,976,127, and the Company’s Bitcoin holdings, the Company has determined that the Company’s sources of liquidity will be sufficient to meet the Company’s needs for the one-year period from the issuance of the consolidated financial statements.

- Definition

The entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.

+ References + Details

Schedule of Assets Acquired And Liabilities Assumed (Details) - CFO Silvia [Member] $ in Thousands	Apr. 06, 2026 USD ($)
Business Combination [Line Items]
Cash and cash equivalents	$ 58
Prepaid expenses and other current assets	16
Other non-current assets	20
Intangibles	15,280
Goodwill	12,671
Accounts payable and other current liabilities	(1,654)
Deferred tax liabilities	(3,082)
Total net assets acquired	$ 23,309

Income Taxes (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
Income Taxes (Details Narrative) - USD ($)	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025
Effective Income Tax Rate Reconciliation [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards				$ 17,907,487
Operating Loss Carryforwards				5,300,000
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-Based Compensation Cost				200,000
Uncertain tax liability				$ 0
Federal statutory tax rate	0.00%		1.43%	21.00%
Income tax benefit		$ 2,504,000	$ 2,504,000
Income Tax Jurisdiction, Domestic Federal [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards				$ 13,000,000.0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stockholders’ Equity (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended	6 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Dec. 09, 2025	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025	Apr. 06, 2026	Mar. 31, 2026	Dec. 12, 2025	Dec. 11, 2025	Jun. 16, 2025	Jun. 09, 2025
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized			50,000,000	50,000,000	50,000,000
Preferred shares, par value per share					$ 0.001
Preferred Stock, shares issued			0	0	0
Preferred stock, shares outstanding			0	0	0
Common stock, shares authorized			550,000,000	550,000,000	550,000,000
Common stock, par value			$ 0.001	$ 0.001	$ 0.001
Common stock, shares issued			94,651,912	94,651,912	85,166,604
Common stock, shares outstanding			88,574,486	88,574,486	84,327,208
Treasury stock common value									$ 100,000,000
Treasury stock, shares			6,077,426	6,077,426	839,396
Purchase of treasury stock				$ 12,753,000	$ 2,846,627
Completion of initial business combination days					30 days
Prior written notice of redemption					30 days
Number of trading days for determining the share price					20 days
Number of consecutive trading days for determining the share price					30 days
Repurchase of outstanding shares of common stock			$ 4,755,000	12,753,000	$ 2,846,627
Repurchase of value			$ 4,800,000	$ 12,800,000
CFO Silvia [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Contingent consideration						$ 5,900,000
Common Class A [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price					$ 18.00
Warrant redemption price					$ 18.00
Public Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Purchase of warrants					1
Exercise price per share					$ 11.50
Warrants					$ 12,500,000
Private Placement Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Purchase of warrants					1
Exercise price per share					$ 11.50
Warrants					$ 352,500
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Purchase of warrants					0.01
2025 Repurchase Program [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price								$ 0.02
Treasury Stock, Common [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, par value									$ 0.001
Treasury stock, shares			(6,077,426)	(6,077,426)	(839,396)		(3,506,452)
Repurchase of outstanding shares of common stock			$ 4,755,000	$ 12,753,000	$ 2,846,627
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, par value					$ 0.001
Repurchase of outstanding shares of common stock
Repurchase of shares			2,570,974	5,238,030
Shares issued price per share			$ 1.85	$ 1.85
Shares repurchased value				$ 84,400,000
Common Stock [Member] \| CFO Silvia [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Contingent consideration						$ 16,000,000.0
Common Stock [Member] \| Share Repurchase Program [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Repurchase of outstanding shares of common stock	$ 100,000,000.0

Schedule of Outstanding Debt (Details) (Parenthetical) - USD ($)		6 Months Ended
	Dec. 31, 2025	Jun. 30, 2026	Dec. 31, 2025
Debt Disclosure [Abstract]
Convertible debt original issue discount	$ 7,050,000	$ 7,100,000
Fair value of derivative	4,629,230	4,600,000	$ 4,629,230
Accumulated amortization	291,981	1,300,000	291,981
Gain on debt modification		6,400,000
Payment of debt issuance costs		9,700,000	9,682,916
Accumulated amortization	$ 242,073	1,100,000	$ 242,073
Gain on debt modification		$ 5,300,000

Related Party Transactions (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended	6 Months Ended
	Apr. 06, 2026	Oct. 01, 2025	Jun. 30, 2025	Feb. 28, 2026	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025	Oct. 05, 2025
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from related party debt							$ 1,777,581
Repayments of related party debt							1,889,562
Rent payments		$ 19,600		$ 27,000			58,800
Cash consideration							19,973,574
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase of shares, value						$ 84,400,000
Purchase of shares					671,936	1,068,357
CFO Silvia [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Acquisition consideration	$ 14,000,000.0
Closing equity consideration	8,100,000
Contingent consideration	$ 5,900,000
Consideration shares issuable	$ 1.90
Principal balance	$ 2,400,000
Cash consideration	1,400,000
Repaid principal	1,000,000.0
CFO Silvia [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contingent consideration	$ 16,000,000.0
Consideration shares issuable	$ 9.00
Promissory Notes Payable [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other liabilities							111,981
Outstanding balance promissory note							$ 0
Promissory Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Related party debt, principal amount			$ 1,000,000
Second Amended [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Promissory note principal								$ 2,000,000
Preferred Equity Subscription Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase of shares							850,000
Purchase of shares, value							$ 8,500,000
Services Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase of shares							10,000,000

Schedule of Business Combination to the Consolidated Statement of Changes in Equity (Details)	6 Months Ended
	Dec. 31, 2025 USD ($)
Restructuring and Related Activities [Abstract]
Cash - trust and cash, net of redemptions	$ 15,992,015
Less: transaction expenses paid	(3,790,701)
Net proceeds from the Business Combination	12,201,314
Cash	64,357
Accrued offering costs	(75,000)
Reverse recapitalization, net	$ 12,190,671

Debt

6 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Debt

Note 8. Debt

In connection with the execution of the Business Combination Agreement, on June 23, 2025, certain qualified investors (the “Convertible Note Investors”) each entered into a subscription agreement (collectively, the “Convertible Note Subscription Agreements”), with ProCap and CCCM. On December 5, 2025, upon the Closing of the Business Combination, the Convertible Note Investors purchased convertible notes issued by the Company (“Convertible Notes”) in an aggregate principal amount of $235,000,000, for an aggregate purchase price equal to 97% of the aggregate principal amount of the Convertible Notes. The Convertible Notes have a conversion rate of 76.9 shares per $1,000 equal to an approximately $13.00 conversion price, zero interest rate, maturity of up to 36 months, and are collateralized by cash, cash equivalents and certain Bitcoin assets. Under the indenture associated with the Convertible Notes, the Company has up to 30 days from the closing of the Business Combination to 1.0:1.0 times collateralize the Convertible Notes using a mix of Bitcoin (with Bitcoin being valued at 50% for collateral calculation purposes), cash and cash equivalents (with cash and cash equivalents being valued at 100% for collateral calculation purposes). This note has an effective interest rate of 9.09%. U.S. Bank National Trust, N.A. (“US Bank”) serves as collateral agent and trustee with regard to the Convertible Notes and associated indenture and security arrangements. As of December 31, 2025, the Company had $145,239,552 on deposit at US Bank.

Each Convertible Note Investor may, at its option, convert each $1,000 principal amount of their Convertible Note into a number of shares of common stock equal to the conversion rate in effect on the conversion date, cash, or a combination of common stock and cash at any time from the issue date until the close of business on the second scheduled trading date immediately before the maturity date. The embedded conversion of the Convertible Notes meets the criteria for bifurcation and is recognized as a separate derivative instrument.

If an event of default occurs, then the principal amounts on all the Convertible Notes then outstanding will immediately become due and payable.

The table below summarizes the outstanding Convertible Notes as of December 31, 2025, including the effects of discounts and debt issuance costs:

Schedule of Convertible Note

	December 31, 2025
Convertible Notes due 2028	$	235,000,000
Discount, net (1)		(11,387,249	)
Debt issuance costs, net (2)		(9,440,843	)
Convertible Notes, net	$	214,171,908

(1)

Discount as of December 31, 2025 consisted of $7,050,000 of original issue discount and $4,629,230 for the fair value of the embedded derivative less accumulated amortization of $291,981.

(2)

Debt issuance costs as of December 31, 2025 consisted of $9,682,916 in debt issuance costs less accumulated amortization of $242,073.

The table below reflects the principal amount of loan maturities due over the next five years as of December 31, 2025:

Schedule of Loan Maturities

	5-Year Loan Maturities Fiscal Year
	2026		2027		2028		2029		2030		Total
2028 Convertible Notes	$	-	$	-	$	235,000,000	$	-	$	-	$	235,000,000

The table below presents the disaggregation of interest expense for the period from June 17, 2025 (inception) through December 31, 2025:

	For the period from June 17, 2025 (inception) through December 31, 2025
Debt discount amortization	$	291,981
Debt issuance cost amortization		242,073
Interest expense	$	534,054

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CFO Silvia Acquisition

6 Months Ended

Jun. 30, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

CFO Silvia Acquisition

Note 3. CFO Silvia Acquisition

On the Acquisition Date, the Company acquired 100% of the outstanding equity interests of CFO Silvia (the “CFO Silvia Acquisition”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Silvia Merger Sub, Inc., CFO Silvia, Inflection Points Inc., Shain Noor, and Shain Noor as Stockholder Representative.

CFO Silvia is a financial technology company that has developed a consumer-facing platform that organizes data and delivers financial summaries to users through an interactive interface. The Company acquired CFO Silvia largely to obtain access to the user platform, which management expects to leverage to broaden the Company’s product offerings.

Immediately prior to the closing of the CFO Silvia Acquisition, all outstanding options and other equity-linked interests of CFO Silvia were accelerated and converted into equity interests in accordance with the terms of the Merger Agreement.

The fair value of consideration transferred in connection with the CFO Silvia Acquisition was $23.3 million, consisting of the following:

a) Common stock consideration of $16.0 million, consisting of 8,416,951 shares of the Company’s common stock based on the Company’s closing stock price on the Acquisition Date of $1.90, including 900,000 shares deposited into an escrow account to secure certain indemnification obligations for a period of twelve months following the Acquisition date. The former equity holders of CFO Silvia remain the beneficial owners of the escrowed shares and retain voting and dividend rights during the escrow period.

b) Contingent consideration of $5.9 million related to fair value of 4,643,250 potential earnout shares issuable upon the achievement of specified market-based conditions. Pursuant to the Merger Agreement, the earnout shares will be issued if the Company’s common stock price equals or exceeds $9.00 per share during the contractual measurement period. The fair value of the contingent consideration was estimated using a Monte Carlo simulation model that incorporated assumptions regarding expected stock price volatility, risk-free interest rates and the probability of achieving the market condition. The undiscounted range of outcomes associated with the arrangement is either (i) no shares issued or (ii) issuance of 4,643,250 shares upon achievement of the specified market condition.

c) Cash consideration of $1.4 million related to the repayment of CFO Silvia’s indebtedness at closing.

In connection with the CFO Silvia Acquisition, the Company also agreed to pay a $5.0 million signing bonus to Shain Noor. This arrangement was determined to be separate from the transaction and is accounted for as compensation expense. In addition, certain earnout share arrangements granted to Shain Noor were determined to be compensation arrangements and were accounted for as share-based compensation. See Note 11, Share-Based Compensation, for additional information.

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the Acquisition Date (In thousands).

	Reported
Cash and cash equivalents	$	58
Prepaid expenses and other current assets		16
Other non-current assets		20
Intangibles		15,280
Goodwill		12,671
Accounts payable and other current liabilities		(1,654	)
Deferred tax liabilities		(3,082	)
Total net assets acquired	$	23,309

The preliminary purchase price allocation resulted in the recognition of identifiable intangible assets consisting of a trademark, non-compete agreement and user platform with estimated fair values of approximately $1.5 million, $2.3 million and $11.4 million, respectively. The trademark was assigned an estimated useful life of 10 years, while the non-compete agreement and user platform were each assigned estimated useful lives of 3 years.

The purchase price allocation is preliminary and remains subject to measurement period adjustments related to the finalization of certain income tax matters and the valuation of acquired assets and liabilities assumed. Accordingly, the provisional amounts recognized at the Acquisition Date may be adjusted during the measurement period, which will not exceed one year from the Acquisition Date.

The preliminary CFO Silvia Acquisition accounting resulted in the recognition of goodwill of $12.7 million. Goodwill is attributable primarily to expected synergies from integrating CFO Silvia’s proprietary technology platform and related capabilities into the Company’s existing operations, as well as future growth opportunities and the value of the assembled workforce that does not meet the criteria for separate recognition as an identifiable intangible asset. The goodwill recognized is not expected to be deductible for income tax purposes.

The Company incurred approximately $1.4 million of expenses directly related to the CFO Silvia Acquisition, which were included in “general and administrative expenses” in the unaudited condensed consolidated statements of operations during the six months ended June 30, 2026.

Revenue and net loss attributable to CFO Silvia included in the Company’s unaudited condensed consolidated statements of operations from April 6, 2026 through June 30, 2026 were $12 thousand and $8.4 million, respectively.

Unaudited Pro Forma Operating Results

The following unaudited pro forma consolidated financial information presents the results of operations of the Company for the three and six months ended June 30, 2026, as if the CFO Silvia Acquisition had occurred on January 1, 2026. Because CFO Silvia was incorporated on September 19, 2025, supplemental pro forma revenue and earnings information for the three and six months ended June 30, 2025 has not been presented.

This information gives effect to certain purchase accounting adjustments related to the CFO Silvia Acquisition and is based on the historical financial statements of ProCap. It is presented for illustrative purposes only and is not necessarily indicative of the Company’s actual operating results had the CFO Silvia Acquisition occurred on January 1, 2026, nor is it indicative of future results (In thousands).

	Proforma
	For the three months ended June 30, 2026
Revenue	$	37
Net loss		(67,549	)

	Proforma
	For the six months ended June 30, 2026
Revenue	$	38
Net loss		(178,713	)

Pro forma adjustments to net loss for the three months and six months ended June 30, 2026 include adjustments for amortization of acquired identifiable intangible assets related to the CFO Silvia Acquisition.

- Definition

The entire disclosure for business combination.

+ References

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+ Details

Recapitalization (Tables)

6 Months Ended

Dec. 31, 2025

Restructuring and Related Activities [Abstract]

Schedule of Business Combination to the Consolidated Statement of Changes in Equity

The following table reconciles the elements of the Business Combination to the consolidated statement of changes in stockholders’ equity for the year ended December 31, 2025:


Cash - trust and cash, net of redemptions	$	15,992,015
Less: transaction expenses paid		(3,790,701	)
Net proceeds from the Business Combination		12,201,314

Assets (liabilities) assumed from the SPAC:
Cash		64,357
Accrued offering costs		(75,000	)
Reverse recapitalization, net	$	12,190,671

Schedule of Pubco Stock Issued

The number of shares of Pubco Stock issued immediately following the consummation of the Business Combination were:

Schedule of Pubco Stock Issued

Columbus Circle Capital Corp I public shares outstanding prior to the Business Combination	25,000,000
Less: Redemption of Columbus Circle Capital Corp I ordinary shares	(23,434,229	)
Columbus Circle Capital Corp I public shares	1,565,771
Columbus Circle Capital Corp I founder shares outstanding	8,333,333
Columbus Circle Capital Corp I private placement shares outstanding	265,000
Columbus Circle Capital Corp I representative shares outstanding	440,000
Business combination shares – ProCap common shares after conversation ratio	74,562,500
Common stock available immediately after the Business Combination	85,166,604

Schedule of ProCap Shares Details

The number of ProCap shares was determined as follows:

Schedule of ProCap Shares Details

	ProCap units		ProCap common shares after conversion ratio
Common		10,000,000		10,000,000
Preferred		51,650,000		64,562,500
		61,650,000		74,562,500

EPS (Tables)

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss per Share

The computation of basic and diluted net loss per share for the three and six months ended June 30, 2026 is as follows (In thousands, except for share and per share data):

	For the three months ended June 30, 2026
Numerator:
Net loss	$	(65,047	)
Denominator:
Weighted average number of shares of common stock outstanding, basic and diluted		89,394,753
Net loss per common stock, basic and diluted	$	(0.73	)

	For the six months ended June 30, 2026
Numerator:
Net loss	$	(172,806	)
Denominator:
Weighted average number of shares of common stock outstanding, basic and diluted		86,164,488
Net loss per common stock, basic and diluted	$	(2.01	)

The computation of basic and dilutive net loss per share for the period from June 17, 2025 (inception) through December 31, 2025 are as follows:

	For the period from June 17, 2025 (inception) through December 31, 2025

Numerator:
Net loss	$	(28,975,504	)

Denominator:
Weighted average number of shares of common stock outstanding, basic and diluted		73,685,031
Net loss per common stock, basic and diluted	$	(0.39	)

Schedule of Computation of Net Loss Per Common Stock

As of June 30, 2026, the following potentially dilutive securities were excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive:

	For the three months ended
	June 30, 2026
Warrants		12,852,500
RSUs (See Note 11)		14,342,256
Convertible Notes		7,659,240
Total		34,853,996

As of December 31, 2025, common stock equivalents not included in the computation of net loss per share because their effect would be antidilutive included the following:


Warrants (see Note 12)			12,852,500
RSUs (see Note 13)			8,220,000
Convertible Notes (see Note 8)			18,071,500
Total			39,144,000

Income Taxes (Tables)

6 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the U.S. federal statutory rate to the Company’s effect income tax rate is as follows:

	As of December 31, 2025

U.S. federal statutory rate		21.0	%

Change in fair value of conversion feature		40.8	%

Change in valuation allowance		(61.8	)%
Provision (benefit) for income taxes		0.0	%

Schedule of Deferred Income Tax Assets and Liabilities

GAAP requires deferred income tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. Significant components of net deferred tax assets (liabilities) at December 31, 2025 are as follows:

	As of December 31, 2025
Deferred Tax Asset (Liability)

Stock Based Compensation	$	92,829
Change in Fair Value of Digital Assets		5,251,131
Interest expense, net		57,564
NOL - Federal		13,021,839
Change in Fair Value of Convertible Note Conversion Feature		(493,561	)
Change in Fair Value of Derivative Securities		(22,315	)
Net operating losses		17,907,487
Valuation Allowance		(17,907,487	)
Deferred Tax Asset (Liability)	$	-

Valuation Allowance Roll Forward

Deferred:	As of December 31, 2025
US Federal expense (benefit)	$	(17,907,487	)
State and local expense (benefit)		-
Change in valuation allowance		17,907,487
Total	$	-

Leases (Tables)

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Leases

Schedule of Lease Cost

The components of lease cost for the three months and six months ended June 30, 2026 and 2025 were as follows (In thousands):

Schedule of Lease Cost

	Three Months Ended June 2026		Six Months Ended June 2026
Lease Cost	Amount		Amount
Operating lease cost	$	78		128
Short-term lease cost		60		119
Total lease cost	$	138		247

Schedule of Supplemental Cash Flows Information Related to Operating Lease

Supplemental balance sheet information related to the Company’s operating lease as of June 30, 2026, is as follows (In thousands):

	As of June 30, 2026
Operating lease right-of-use asset	$	961
Operating lease liability, current portion		298
Operating lease liability, non-current portion		736
Total operating lease liability	$	1,034

Schedule of Future Minimum Lease Payments Under the Operating Lease

Future minimum lease payments under the operating lease as of June 30, 2026, are as follows (In thousands):

	Operating Leases
2026 (remaining six months)	$	163
2027		328
2028		328
2029		274
Total future minimum lease payments		1,093
Less: present value discount		(59	)
Present value of lease liability	$	1,034

Schedule of Cash Flow Information Related to Operating Lease

Supplemental cash flow and other information related to the Company’s operating lease for the six months ended June 30, 2026, are as follows (In thousands):

	Amount
Amortization of right-of-use asset	$	128
Cash paid for amounts included in the measurement of lease liability		55
Right-of-use asset obtained in exchange for new operating lease liability		1,074
Remaining lease term (in years)		3.5
Discount rate (as a percentage)		3.45	%

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Restricted Stock Unit

Number of RSU’s eligible to vest	Share price
250,000	$	15.00
250,000	$	17.50
250,000	$	20.00
250,000	$	22.50
250,000	$	25.00
500,000	$	27.50
500,000	$	30.00
500,000	$	32.50
500,000	$	35.00
500,000	$	37.50
750,000	$	40.00
750,000	$	42.50
750,000	$	45.00
1,000,000	$	47.50
1,000,000	$	50.00

Schedule of Activity Restricted Stock Units

The table below presents the summary of activity with respect to, and status of restricted stock units for the period from June 17, 2025 (inception) through December 31, 2025:

	Number of Restricted Stock Units			Weighted Average Grant Date Value
Unvested as of June 17, 2025		-			-
Granted		8,220,000		$	2.13
Forfeited		-			-
Vested		(201,586	)	$	2.11
Unvested as of December 31, 2025		8,018,414		$	2.13

Time-based Restricted Stock Units [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule Of Market-based RSU

The following schedule summarizes activity related to time-based RSUs for the six months ended June 30, 2026:

Schedule Of Time Based RSU

	Number of time-based Restricted Stock Units			Weighted Average Grant Date Fair Value
Unvested as of December 31, 2025		18,414		$	2.13
Granted		3,353,832			2.27
Forfeited		-			-
Vested		(1,454,365	)		2.51
Unvested as of June 30, 2026		1,917,980		$	2.09

Market-based Restricted Stock Units [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule Of Market-based RSU

The following table summarizes activity related to market-based RSUs for the six months ended June 30, 2026:

Schedule Of Market-based RSU

	Number of market-based Stock Units		Weighted Average Grant Date Fair Value
Unvested as of December 31, 2025		8,000,000	$	2.13
Granted		4,356,450		1.17
Forfeited		-		-
Vested		-		-
Unvested as of June 30, 2026		12,356,450	$	1.75

Schedule of Key Assumptions Used in the Valuation of Such Awards Granted

The following table summarizes the key assumptions used in the Monte Carlo valuation of market-based awards granted during the six months ended June 30, 2026:

Assumption	Input
Stock price	$	1.90
Expected volatility		70.0	%
Risk-free interest rate		3.94	%
Expected term		5.00
Expected dividend yield		0.00	%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 3
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-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Topic 718
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Short-Term Debt [Line Items]

Schedule of Assets and Liabilities Measured at Fair Value

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of June 30, 2026 and December 31, 2025 (In thousands):

	Fair value measured at June 30, 2026
	Total fair value at June 30, 2026		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

Assets:
Digital assets	$	313,378	$	313,378	$	-	$	-
Liabilities:
Conversion feature liability - Convertible Notes		23		-		-		23
Total	$	313,401	$	313,378	$	-	$	23

	Fair value measured at December 31, 2025
	Total fair value at December 31, 2025		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

Assets:
Digital assets	$	441,791	$	441,791	$	-	$	-
Liabilities:
Derivative securities liabilities		428		-		-		428
Conversion feature liability - Convertible Notes		2,279		-		-		2,279
Total	$	444,497	$	441,791	$	-	$	2,706

	Fair value measured at December 31, 2025
	Total fair value at December 31, 2025		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

Assets:
Digital assets	$	441,791,316	$	441,791,316	$	-	$	-
Liabilities:
Derivative securities liabilities	$	428,236	$	-	$	-	$	428,236
Conversion feature liability - convertible notes	$	2,278,940	$	-	$	-	$	2,278,940

Schedule of Roll Forward Convertible Notes

The following table presents a roll-forward of the Convertible Note Conversion Feature Liability as of June 30, 2026 (In thousands):

	Conversion feature derivative liability
Balance at December 31, 2025	$	2,278
Gain on debt extinguishment		(1,309	)
Change in fair value		(946	)
Balance at June 30, 2026	$	23

The following table presents a roll-forward of the Convertible Note Conversion Feature Liability for the period from June 17, 2025 (inception) through December 31, 2025

	Conversion feature
	liability - convertible notes
As of June 17, 2025 (inception)	$	-
Initial value at December 5, 2025		4,629,230
Change in fair value		(2,350,290	)
Balance at December 31, 2025	$	2,278,940

Schedule of Roll Forward Derivatve Liability

The following table presents a roll-forward of the Derivative Liability – Preferred Units for the period from June 17, 2025 (inception) through December 31, 2025:

	Preferred Units
	Derivative Liability
As of June 17, 2025 (inception)	$	-
Initial value as of June 23, 2025		56,298,500
Settlement of Derivative		(56,298,500	)
Balance at December 31, 2025	$	-

Schedule of Roll Forward Derivative Liability, Put Option

The following table presents a roll-forward of the derivative securities liability for the period from June 17, 2025 (inception) through December 31, 2025:

	Fair value
As of June 17, 2025 (inception)	$	-
Premiums received on sold BTC put options		534,500
Net change in fair value recognized in earnings		(106,264	)
Settlements / expirations		-
Fair value as of December 31, 2025	$	428,236

Convertible Notes Payable [Member]

Short-Term Debt [Line Items]

Schedule of Key Input Measurement For Fair Value

The key inputs used in determining the fair value of the conversion feature liability are presented in the table below:

	As of June 30, 2026		As of December 31, 2025
Strike price	$	13.00	$	13.00
Stock price		1.54		3.53
Volatility (as a percentage)		43.0		45.0
Remaining term (in years)		0.92		3.00
Risk-free rate (as a percentage)		3.89		3.49

In determining the fair value of Conversion Feature Liability, the Company utilized the Black-Scholes pricing model which is considered to be Level 3 liability. The key inputs are presented in the table below:

	As of December 5, 2025 (Initial)			As of December 31, 2025
Strike price	$	13.00		$	13.00
Stock price	$	4.36		$	3.53
Volatility		45.0	%		45.0	%
Remaining term (in years)		3.00			3.00
Risk-free rate		3.53	%		3.49	%

Deriviative Liability Preferred Units [Member]

Short-Term Debt [Line Items]

Schedule of Key Input Measurement For Fair Value

In determining the fair value of the Derivative Liability - Preferred Units, the Company utilized the Black-Scholes pricing model which is considered to be a Level 3 liability. The key inputs are presented in the table below:

	As of June 23, 2025 (Initial)
Strike price - Preferred unit	$	11.94
Stock price	$	10.79
Volatility		47.6	%
Remaining term (in years)		0.5
Risk-free rate		4.29	%

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

Schedule of Segment Expenses (Details) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
Schedule of Segment Expenses (Details) - USD ($)	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025
Segment Reporting [Abstract]
General and administrative	$ 8,000	$ 11,304,000	$ 15,556,000	$ 7,630,335

Recapitalization

6 Months Ended

Dec. 31, 2025

Restructuring and Related Activities [Abstract]

Recapitalization

Note 4. Recapitalization

As discussed in Note 1, “Organization,” on December 5, 2025, the Company completed the Business Combination contemplated by the Business Combination Agreement dated June 23, 2025, by and among CCCM, SPAC Merger Sub, Company Merger Sub, ProCap BTC and the Seller, pursuant to which (i) SPAC Merger Sub merged with and into CCCM, with CCCM continuing as the surviving entity (the “SPAC Merger”) and (ii) Company Mer Sub merged with and into ProCap, with ProCap continuing as the surviving company (the “Company Merger”).

At the Closing, pursuant to the Business Combination Agreement and after giving effect to the redemption of shares of CCCM ordinary shares:

1. As consideration for the Company Merger, Seller and Jeffrey Park, who were holders of all the common units of ProCap, received 10,000,000 shares of common stock, par value $0.001 per share of the Company (“Pubco Stock”) (the “Common Merger Consideration Shares”). As consideration for the Company Merger, holders of the non-voting preferred units of ProCap received an aggregate number of Pubco Stock equal to the product of (A) the number of preferred units outstanding prior to the Company Merger multiplied by (B) 1.25, or 64,562,500 shares.

2. As consideration for the SPAC Merger, holders of shares of CCCM immediately prior to the SPAC Merger received 10,604,104 shares of Pubco Stock (“SPAC Consideration Shares”).

Although CCCM was the legal acquirer of ProCap in the merger, ProCap is deemed to be the accounting acquirer, and the historical financial statements of ProCap became the basis for the historical financial statements of the Company upon the closing of the merger. ProCap was determined to be the accounting acquirer based on an evaluation of the following facts and circumstances:

	●	ProCap’s current shareholders will hold a majority of the voting power of the Company post Business Combination;
	●	The Company Board consists of five individuals, one of which was elected by CCCM and four of which were elected by ProCap;

	●	ProCap’s operations substantially comprise the ongoing operations of the Company; and
	●	ProCap’s senior management comprises the senior management of the Company.

In accordance with the guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to December 5, 2025, to reflect the number of shares of the Company’s common stock, $0.001 par value per share, issued to ProCap’s stockholders in connection with the merger. As such, the shares and corresponding capital amounts and earnings per share related to ProCap’s units prior to the merger have been retroactively restated as shares reflecting the exchange ratio established in the merger.

The following table reconciles the elements of the Business Combination to the consolidated statement of changes in stockholders’ equity for the year ended December 31, 2025:


Cash - trust and cash, net of redemptions	$	15,992,015
Less: transaction expenses paid		(3,790,701	)
Net proceeds from the Business Combination		12,201,314

Assets (liabilities) assumed from the SPAC:
Cash		64,357
Accrued offering costs		(75,000	)
Reverse recapitalization, net	$	12,190,671

The number of shares of Pubco Stock issued immediately following the consummation of the Business Combination were:

Schedule of Pubco Stock Issued

Columbus Circle Capital Corp I public shares outstanding prior to the Business Combination	25,000,000
Less: Redemption of Columbus Circle Capital Corp I ordinary shares	(23,434,229	)
Columbus Circle Capital Corp I public shares	1,565,771
Columbus Circle Capital Corp I founder shares outstanding	8,333,333
Columbus Circle Capital Corp I private placement shares outstanding	265,000
Columbus Circle Capital Corp I representative shares outstanding	440,000
Business combination shares – ProCap common shares after conversation ratio	74,562,500
Common stock available immediately after the Business Combination	85,166,604

The number of ProCap shares was determined as follows:

Schedule of ProCap Shares Details

	ProCap units		ProCap common shares after conversion ratio
Common		10,000,000		10,000,000
Preferred		51,650,000		64,562,500
		61,650,000		74,562,500

Public and private placement warrants

The 12,500,000 public warrants issued at the time of CCCM’s initial public offering (the “Public Warrants”) and the 352,500 warrants issued in connection with the private placement at the time of CCCM’s initial public offering (the “Private Placement Warrants”) remained outstanding and became warrants for the Company.

Redemption

Prior to the closing of the Business Combination, certain CCCM shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 23,434,229 ordinary shares of CCCM for an aggregate payment of $239,345,691.

Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (In thousands):

	June 30, 2026		December 31, 2025
Prepaid insurance	$	1,352	$	1,813
Prepaid other		279		50
Other current assets		47		303
Total prepaid expenses and other current assets	$	1,698	$	2,166

Prepaid expenses and other current assets consisted of the following:

Prepaid expenses:	December 31, 2025
Prepaid insurance	$	1,812,891
Prepaid expenses - current		50,325
Total prepaid expenses - current	$	1,863,216

Prepaid expenses - non-current	$	16,250

Other current assets:
Interest receivable	$	257,389

CFO Silvia Acquisition (Tables)

6 Months Ended

Jun. 30, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Schedule of Assets Acquired And Liabilities Assumed

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the Acquisition Date (In thousands).

	Reported
Cash and cash equivalents	$	58
Prepaid expenses and other current assets		16
Other non-current assets		20
Intangibles		15,280
Goodwill		12,671
Accounts payable and other current liabilities		(1,654	)
Deferred tax liabilities		(3,082	)
Total net assets acquired	$	23,309

Schedule of Proforma Information of Operations

	Proforma
	For the three months ended June 30, 2026
Revenue	$	37
Net loss		(67,549	)

	Proforma
	For the six months ended June 30, 2026
Revenue	$	38
Net loss		(178,713	)

- Definition

Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

+ References + Details

Schedule of Computation of Net Loss Per Common Stock (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	34,853,996,000	39,144,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	12,852,500,000	12,852,500
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	14,342,256,000	8,220,000
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,659,240,000	18,071,500

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Accounting Policies [Abstract]

Schedule of Computation of Basic and Dilutive Net Loss Per Share

The computation of basic and diluted net loss per share for the three and six months ended June 30, 2026 is as follows (In thousands, except for share and per share data):

	For the three months ended June 30, 2026
Numerator:
Net loss	$	(65,047	)
Denominator:
Weighted average number of shares of common stock outstanding, basic and diluted		89,394,753
Net loss per common stock, basic and diluted	$	(0.73	)

	For the six months ended June 30, 2026
Numerator:
Net loss	$	(172,806	)
Denominator:
Weighted average number of shares of common stock outstanding, basic and diluted		86,164,488
Net loss per common stock, basic and diluted	$	(2.01	)

The computation of basic and dilutive net loss per share for the period from June 17, 2025 (inception) through December 31, 2025 are as follows:

	For the period from June 17, 2025 (inception) through December 31, 2025

Numerator:
Net loss	$	(28,975,504	)

Denominator:
Weighted average number of shares of common stock outstanding, basic and diluted		73,685,031
Net loss per common stock, basic and diluted	$	(0.39	)

Schedule of Computation of Net Loss Per Common Stock

As of June 30, 2026, the following potentially dilutive securities were excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive:

	For the three months ended
	June 30, 2026
Warrants		12,852,500
RSUs (See Note 11)		14,342,256
Convertible Notes		7,659,240
Total		34,853,996

As of December 31, 2025, common stock equivalents not included in the computation of net loss per share because their effect would be antidilutive included the following:


Warrants (see Note 12)			12,852,500
RSUs (see Note 13)			8,220,000
Convertible Notes (see Note 8)			18,071,500
Total			39,144,000

Schedule of Carrying Value of Intangible Assets

Based on the carrying value of intangible assets at June 30, 2026, estimated amortization expense for the subsequent five years is as follows (in thousands):

	Amount
2026 (excluding the six months ended June 30, 2026)	$	2,369
2027		4,739
2028		4,739
2029		1,299
2030		152
2031		152
Thereafter		645
Intangible assets, net	$	14,095

Schedule of Gain on Extinguishment of Debt (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2026
Debt Disclosure [Abstract]
Excess of the net carrying amount of the repurchased Convertible Notes			$ 16,248
Derecognition of debt discount			(6,355)
Derecognition of debt issuance costs			(5,269)
Derecognition of conversion feature derivative liability			1,309
Total			$ 5,933

Schedule of Deferred Income Tax Assets and Liabilities (Details)	Dec. 31, 2025 USD ($)
Income Tax Disclosure [Abstract]
Stock Based Compensation	$ 92,829
Change in Fair Value of Digital Assets	5,251,131
Interest expense, net	57,564
NOL - Federal	13,021,839
Change in Fair Value of Convertible Note Conversion Feature	(493,561)
Change in Fair Value of Derivative Securities	(22,315)
Net operating losses	17,907,487
Valuation Allowance	(17,907,487)
Deferred Tax Asset (Liability)
US Federal expense (benefit)	(17,907,487)
State and local expense (benefit)
Change in valuation allowance	17,907,487
Total

Schedule of Key Input Measurement For Fair Value (Details)			6 Months Ended		12 Months Ended
	Dec. 05, 2025 Integer	Jun. 23, 2025 Integer	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2025 Integer
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Remaining term	36 months		36 months
Fair Value, Inputs, Level 3 [Member] \| Measurement Input Strike Price [Member] \| Convertible Notes Payable [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Debt instrument measurement input	13.00		13.00	13.00	13.00	13.00
Fair Value, Inputs, Level 3 [Member] \| Measurement Input Strike Price [Member] \| Deriviative Liability Preferred Units [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Debt instrument measurement input		11.94
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Share Price [Member] \| Convertible Notes Payable [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Debt instrument measurement input	4.36		1.54	3.53	3.53	3.53
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Share Price [Member] \| Deriviative Liability Preferred Units [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Debt instrument measurement input		10.79
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Price Volatility [Member] \| Convertible Notes Payable [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Debt instrument measurement input	0.450		43.0	45.0	45.0	0.450
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Price Volatility [Member] \| Deriviative Liability Preferred Units [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Debt instrument measurement input		0.476
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Expected Term [Member] \| Convertible Notes Payable [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Remaining term	3 years		11 months 1 day	3 years	3 years
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Expected Term [Member] \| Deriviative Liability Preferred Units [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Remaining term		6 months
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Convertible Notes Payable [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Debt instrument measurement input	0.0353		3.89	3.49	3.49	0.0349
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Deriviative Liability Preferred Units [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Debt instrument measurement input	0.0429

Subsequent events

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Subsequent Events [Abstract]

Subsequent events

Note 17. Subsequent Events

Subsequent events

The Company evaluated subsequent events through the date the unaudited condensed consolidated financial statements were issued.

Appointment of Independent Director and Nasdaq Compliance

On July 15, 2026, the Company appointed Benjamin Buchanan as an independent director and member of the audit committee of the Board of Directors. As a result of this appointment, the Company regained compliance with Nasdaq corporate governance requirements relating to board and audit committee independence. On July 21, 2026, the Company received notice from Nasdaq confirming that the compliance matter had been resolved and closed.

Proposed Exchange-Traded Funds

On August 13, 2026, Tidal Trust IV, a Delaware statutory trust that is not affiliated with the Company, filed a registration statement on Form N-1A with the SEC with respect to five proposed actively managed exchange-traded funds. ProCap Investment Advisers, LLC, a wholly-owned subsidiary of the Company, is proposed to serve as investment sub-adviser to each fund. The registration statement is subject to SEC review and may be amended, delayed or withdrawn, and no fund may commence operations until its registration statement has become effective, its shares have been approved for listing on a national securities exchange and applicable distribution and operational arrangements are in place. As of the date these unaudited condensed consolidated financial statements were issued, no sub-advisory fees had been earned and no seed capital had been committed or funded by the Company or its subsidiaries. Costs incurred in connection with the proposed funds through the date of issuance were not material.

Note 18. Subsequent events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the consolidated financial statements were issued, and no events, other than discussed below, have occurred that would require adjustments to the disclosures in the consolidated financial statements.

Non-recognized Subsequent Events:

Convertible Note Repurchase

On February 9, 2026, we entered into privately negotiated notes repurchase agreements (the “Repurchase Agreements”) with certain holders (the “Noteholders”) of certain of our outstanding 0.00% Convertible Senior Secured Notes due 2028 (the “2026 Convertible Notes”) under the Indenture, pursuant to which we agreed to repurchase (the “Repurchase”) approximately $135,400,000 in aggregate principal amount of the 2026 Convertible Notes held by the Noteholders for an aggregate of approximately $119,152,000 in cash.

The Repurchase settled on or about February 10, 2026. Upon settlement of the Repurchase, the aggregate principal amount of the 2026 Convertible Notes outstanding was reduced to approximately $99,600,000.

Pursuant to the terms of the Indenture, the Company must maintain a 1:1 loan-to-collateral ratio, where Bitcoin is treated as 0.50 to 1.00 and cash is treated as 1.00 to 1.00. As of February 12, 2026, the Company’s collateral composition is as follows: (i) 3,000 Bitcoin and (ii) $26,722,563 in cash, the total amount of which complies with the terms of the Indenture. This collateral composition is subject to change to account for market conditions, including the price of Bitcoin.

Share Repurchases

Subsequent to year end and through February 12, 2026, the Company repurchased 904,433 shares of common stock in the open market for $3,190,663, including commissions, at an average price of $3.53 per share. Total shares outstanding after the repurchase were 83,422,775 as of February 12, 2026.

Derivative Securities Liabilities

In January 2026, the Company entered into multiple Bitcoin put option contracts with a single counterparty. Under the terms of these contracts, the Company may be required to purchase an aggregate of up to 900 Bitcoin at predetermined strike prices ranging from $70,000 to $80,000 per Bitcoin, subject to counterparty exercise on specified expiration dates in February and March 2026. The aggregate premium received for the put option contracts was $888,750.

In addition, Bitcoin put option contracts entered into in December 2025 expired unexercised in January 2026, resulting in the Company retaining the aggregate premiums of $534,500.

Agreement and Plan of Merger

On February 9, 2026 the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Silvia Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), CFO Silvia, Inc, a Delaware corporation (“CFO Silvia”), Inflection Points Inc, a Delaware corporation (“Inflection Points”), Shain Noor (“Noor” and, together with Inflection Points, the “Sellers”), and Shain Noor, solely in his capacity as the stockholder representative (the “Stockholder Representative”). Under the Merger Agreement, Merger Sub will merge with and into CFO Silvia, with CFO Silvia surviving as a direct wholly owned subsidiary of the Company (the “Merger” or the “Proposed Transaction”).

At the effective time of the Merger (the “Effective Time”), each share of CFO Silvia common stock outstanding immediately prior to the Effective Time (other than dissenting shares and treasury shares) will be converted into the right to receive shares of common stock of the Company, par value $0.001 per share (the “Company Common Stock”), consisting of (i) the per share merger consideration, and (ii) any per share earnout consideration, in each case as described in the Merger Agreement and related spreadsheet to be delivered prior to closing. In addition, each outstanding simple agreement for future equity (“SAFE”) will be terminated at the Effective Time, and each SAFE holder will be entitled to receive a portion of the total merger consideration and earnout shares (if any), in accordance with the Merger Agreement. A portion of the merger consideration otherwise payable to equity holders will be deposited into an escrow account for a period of twelve months to secure indemnification obligations. The shares of Company Common Stock issued in the Merger will be subject to transfer restrictions, including lock-up provisions, as further described in the Merger Agreement.

Subject to the terms and conditions of the Merger Agreement, during the earnout period, if the volume-weighted trading price of the Company Common Stock equals or exceeds $9.00 on the applicable measurement date, the Company will issue the earnout shares within ten business days following such date; provided that any earnout shares deliverable to Noor are conditioned upon his continued employment and good standing through the earnout release date, subject to certain exceptions. The earnout may only be achieved and paid once, and Company’s earnout obligations terminate upon issuance of the earnout shares or expiration of the earnout period.

In general, the Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the Merger Agreement is intended to constitute a plan of reorganization thereunder.

The closing of the Merger is subject to customary closing conditions, including the filing of a certificate of merger with the Delaware Secretary of State, specified regulatory approvals (including any required filings under the Hart-Scott-Rodino Antitrust Improvements Act, if applicable), and the receipt of requisite approvals from CFO Silvia stockholders and Company stockholders, among other conditions set forth in the Merger Agreement.

Schedule of Key Assumptions Used in the Valuation of Such Awards Granted (Details) - Market-based Restricted Stock Units [Member]	6 Months Ended
	Jun. 30, 2026 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share price	$ 1.90
Expected volatility	70.00%
Risk-free interest rate	3.94%
Expected term	5 years
Expected dividend yield	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Segment Information (Tables)

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Segment Reporting [Line Items]

Schedule of Fair Value of Bitcoin

As of

December 31, 2025

Digital Assets

441,791,316

Schedule of Significant Segment Expenses

The following table sets forth the Company’s significant segment expenses (in thousands):

	Three Months Ended			Six Months Ended			Period from June 10, 2025 (Inception) through
	June 30, 2026			June 30, 2026			June 30, 2025

Revenue	$	37		$	38		$	-

Operating Expenses
Payroll expenses		1,674			2,683			-
One-time bonus		5,000			5,000			-
Depreciation and amortization		1,210			1,249
Other operating expenses(1)		3,420			6,624			8
Stock-based compensation		3,723			7,263			-

Total Operating Expenses		15,027			22,819			8
Operating Loss		(14,990	)		(22,781	)		(8	)
Other Income (expense)
Unrealized (loss) gain on digital assets		(49,362	)		(154,829	)		14,296
Realized loss on digital assets		(2,676	)		(2,676	)		-
Change in fair value of convertible notes conversion feature		109			946			-
Realized loss on put option liability		-			(914	)		-
Gain on extinguishment of debt		-			5,933			-
Interest and dividend income		128			871			-
Interest expense		(760	)		(1,860	)		-
Change in fair value of derivative liability		-			-			10,330
Other (expenses) income, net		(52,561	)		(152,529	)		24,626

Net (Loss) Income Before Taxes		(67,551	)		(175,310	)		24,618

Income tax benefit		(2,504	)		(2,504	)		-

Net (Loss) Income		(65,047	)		(172,806	)		24,618

(1)

Includes other operating expenses such as professional fees, insurance, rent, and utility expenses.

Single Reportable Segment [Member]

Segment Reporting [Line Items]

Schedule of Significant Segment Expenses

Schedule of Segment Expenses

For the period from

June 17, 2025

(inception) to

December 31, 2025

General and administrative

7,630,335

- Definition

Tabular disclosure of segment reporting. Includes, but is not limited to, reconciliation of reportable segment amount to corresponding consolidated total.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
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- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue from Contracts with Customers (Details Narrative)	Dec. 31, 2025 USD ($)
Revenue from Contract with Customer [Abstract]
Remaining performance obligations under non-cancelable contracts	$ 1,000

Schedule of ProCap Shares Details (Details) - Pro Cap BTC [Member]	6 Months Ended
	Dec. 31, 2025 shares
Share conversion	74,562,500
Total Units issued	61,650,000
Common Stock [Member]
Common unit	10,000,000
Share conversion	10,000,000
Preferred Stock [Member]
Share conversion	64,562,500
Preferred unit	51,650,000

- Definition

The number of shares issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit).

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Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 8. Fair Value Measurements

	Fair value measured at June 30, 2026
	Total fair value at June 30, 2026		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

Assets:
Digital assets	$	313,378	$	313,378	$	-	$	-
Liabilities:
Conversion feature liability - Convertible Notes		23		-		-		23
Total	$	313,401	$	313,378	$	-	$	23

	Fair value measured at December 31, 2025
	Total fair value at December 31, 2025		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

Assets:
Digital assets	$	441,791	$	441,791	$	-	$	-
Liabilities:
Derivative securities liabilities		428		-		-		428
Conversion feature liability - Convertible Notes		2,279		-		-		2,279
Total	$	444,497	$	441,791	$	-	$	2,706

Conversion Feature Liability - Convertible Notes

The conversion feature liability associated with the Company’s Convertible Notes is measured at fair value using a Black-Scholes option pricing model and is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.

The key inputs used in determining the fair value of the conversion feature liability are presented in the table below:

	As of June 30, 2026		As of December 31, 2025
Strike price	$	13.00	$	13.00
Stock price		1.54		3.53
Volatility (as a percentage)		43.0		45.0
Remaining term (in years)		0.92		3.00
Risk-free rate (as a percentage)		3.89		3.49

The following table presents a roll-forward of the Convertible Note Conversion Feature Liability as of June 30, 2026 (In thousands):

	Conversion feature derivative liability
Balance at December 31, 2025	$	2,278
Gain on debt extinguishment		(1,309	)
Change in fair value		(946	)
Balance at June 30, 2026	$	23

Derivative Securities Liabilities

As of December 31, 2025, the Company had outstanding Bitcoin put option contracts with a fair value liability of $0.4 million. During the six months ended June 30, 2026, all outstanding Bitcoin put option contracts were exercised, expired, or otherwise settled, and the Company recognized a realized loss of $0.9 million related to these contracts. As of June 30, 2026, the Company had no outstanding derivative securities liabilities.

Note 11. Fair Value Measurements

	Fair value measured at December 31, 2025
	Total fair value at December 31, 2025		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

Assets:
Digital assets	$	441,791,316	$	441,791,316	$	-	$	-
Liabilities:
Derivative securities liabilities	$	428,236	$	-	$	-	$	428,236
Conversion feature liability - convertible notes	$	2,278,940	$	-	$	-	$	2,278,940

Digital Assets

In determining the fair value of its Bitcoin investments, the Company uses quoted prices as determined by utilizing Coinbase closing prices at midnight UTC. As such, the Company’s digital assets were determined to be Level 1 assets.

Conversion Feature Liability - Convertible Notes

	As of December 5, 2025 (Initial)			As of December 31, 2025
Strike price	$	13.00		$	13.00
Stock price	$	4.36		$	3.53
Volatility		45.0	%		45.0	%
Remaining term (in years)		3.00			3.00
Risk-free rate		3.53	%		3.49	%

The following table presents a roll-forward of the Convertible Note Conversion Feature Liability for the period from June 17, 2025 (inception) through December 31, 2025

	Conversion feature
	liability - convertible notes
As of June 17, 2025 (inception)	$	-
Initial value at December 5, 2025		4,629,230
Change in fair value		(2,350,290	)
Balance at December 31, 2025	$	2,278,940

Derivative Liability - Preferred Units

	As of June 23, 2025 (Initial)
Strike price - Preferred unit	$	11.94
Stock price	$	10.79
Volatility		47.6	%
Remaining term (in years)		0.5
Risk-free rate		4.29	%

The following table presents a roll-forward of the Derivative Liability – Preferred Units for the period from June 17, 2025 (inception) through December 31, 2025:

	Preferred Units
	Derivative Liability
As of June 17, 2025 (inception)	$	-
Initial value as of June 23, 2025		56,298,500
Settlement of Derivative		(56,298,500	)
Balance at December 31, 2025	$	-

Derivative Securities Liabilities

When quoted market prices are not available, fair value is determined using a market-participant-based option pricing model. The Company utilizes a Black-76 valuation model to determine the fair value of BTC put options leveraging calibrated Bitcoin forward curves and volatility surfaces daily at 4:00 PM ET using executable bid-offer prices and futures data sourced from Deribit. These calibrated inputs are applied across option strikes and maturities to derive fair-market pricing.

The following table presents a roll-forward of the derivative securities liability for the period from June 17, 2025 (inception) through December 31, 2025:

	Fair value
As of June 17, 2025 (inception)	$	-
Premiums received on sold BTC put options		534,500
Net change in fair value recognized in earnings		(106,264	)
Settlements / expirations		-
Fair value as of December 31, 2025	$	428,236

See Note 3 above for a description of the Company’s accounting policies.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

Liquidity and Capital Resources (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025	Dec. 05, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents				$ 44,976,127
Restricted cash				149,885,332
Working capital deficit				194,767,844
Net loss	$ (24,618,000)	$ 65,047,000	$ 172,806,000	28,975,504
Convertible notes payable				$ 2,278,940	$ 235,000,000
Convertible notes percentage					97.00%

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Schedule of Disaggregation of Interest Expense (Details) - USD ($)	6 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Debt Disclosure [Abstract]
Debt discount amortization	$ 1,017,000	$ 291,981
Debt issuance cost amortization	843,000	242,073
Interest expense, net	$ 1,860,000	$ 534,054

Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 1,352,000	$ 1,812,891
Prepaid other	279,000	50,325
Total prepaid expenses - current		1,863,216
Prepaid expenses - non-current		16,250
Interest receivable		257,389
Other current assets	47,000	303,000
Total prepaid expenses and other current assets	$ 1,698,000	$ 2,166,000

Schedule of Convertible Note (Details) (Parenthetical) - USD ($)		6 Months Ended
	Dec. 31, 2025	Jun. 30, 2026	Dec. 31, 2025
Debt Disclosure [Abstract]
Convertible debt original issue discount	$ 7,050,000	$ 7,100,000
Fair value of derivative	4,629,230	4,600,000	$ 4,629,230
Accumulated amortization	291,981	1,300,000	291,981
Payment of debt issuance costs		9,700,000	9,682,916
Accumulated amortization	$ 242,073	$ 1,100,000	$ 242,073

Schedule of Significant Digital Assets Holdings (Details)	Jun. 30, 2026 USD ($)	Dec. 31, 2025 USD ($)
Crypto Asset, Holding [Line Items]
Crypto asset cost	$ 493,260,000	$ 466,796,700
Crypto asset fair value	$ 313,378,000	$ 441,791,316
Bitcoin [Member]
Crypto Asset, Holding [Line Items]
Quantity	5,355	5,000.47
Crypto asset cost	$ 493,260,000	$ 466,796,700
Crypto asset fair value	$ 313,378,000	$ 441,791,316
Quantity	5,355	5,000

Revenue from Contracts with Customers

6 Months Ended

Dec. 31, 2025

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

Note 10. Revenue from Contracts with Customers

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of promised services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services.

The Company provides digital advertising and marketing services, including weekly audio, video, and social media placements. These services represent a single performance obligation satisfied over time, as customers simultaneously receive and consume the benefits of the services as they are delivered. The Company uses a time-elapsed (straight-line) measure of progress for arrangements in which services are provided evenly throughout the contract term.

Customer payments are typically due upfront or within 30 days of service commencement. Consideration is generally fixed, and the Company does not have material variable consideration, noncash consideration, or significant financing components.

Significant Judgments

Significant judgments affecting the amount and timing of revenue recognition include:

	●	Identification of performance obligations: Digital advertising services are determined to be a single performance obligation under the series guidance in ASC 606-10-25-14(b).
	●	Measure of progress: Straight-line recognition is applied because services are delivered evenly over the contract period.
	●	Assessment of collectability: The Company evaluates customer creditworthiness at contract inception and throughout the arrangement.

Costs to Obtain or Fulfill a Contract

The Company does not incur incremental costs to obtain contracts (such as sales commissions). Costs to fulfill a contract are not capitalized because such costs are either immaterial or do not meet the criteria under ASC 340-40.

Remaining Performance Obligations

As of December 31, 2025 , the Company’s remaining performance obligations under non-cancelable contracts were $1,000, all of which are expected to be recognized as revenue within the next 6 months. The Company applies the practical expedient in ASC 606-10-50-14(a) for contracts with an original duration of one year or less.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 12
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
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-URI https://asc.fasb.org/606/tableOfContent

+ Details

Convertible Note (Details Narrative)			1 Months Ended	3 Months Ended	6 Months Ended
Convertible Note (Details Narrative)	Feb. 09, 2026 USD ($)	Dec. 05, 2025 USD ($) $ / shares shares	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($) BTC $ / shares	Jun. 30, 2026 USD ($) BTC $ / shares shares	Dec. 31, 2025 USD ($)	Jun. 16, 2025 USD ($)
Short-Term Debt [Line Items]
Implied cost of debt						9.00%
Conversion of shares \| shares		76.9			76.9
Conversion of shares, value		$ 1,000,000
Conversion price \| $ / shares		$ 13.00		$ 13.00	$ 13.00
Interest rate		0.00%		0.00%	0.00%
Maturity term		36 months			36 months
Cash purchase price						$ 227,950,000
Convertible notes payable		$ 235,000,000				2,278,940
Gain on extinguishment of debt					$ 5,933,000
Cash and cash equivalents				15,300,000	15,300,000	25,002,553
Crypto asset fair value				313,378,000	313,378,000	441,791,316
Fair value of derivative liability						$ 400,000
Realized loss					900,000
Derivative securities liabilities				$ 0	$ 0
Convertible Notes [Member]
Short-Term Debt [Line Items]
Principal amount	$ 135,400,000
Cash purchase price	119,200,000
Convertible notes payable	$ 99,600,000
Bitcoin [Member]
Short-Term Debt [Line Items]
[custom:CryptoAssetNumberOfUnrestrictedUnit-0]				5,355	5,355	5,000.47
Crypto asset fair value				$ 313,378,000	$ 313,378,000	$ 441,791,316
Bitcoin [Member] \| Anchorage Digital Bank [Member]
Short-Term Debt [Line Items]
Crypto asset number of units \| BTC				3,515	3,515
Crypto asset number of units in collateral \| BTC				3,404	3,404
Convertible Notes due 2028 [Member]
Short-Term Debt [Line Items]
Convertible notes due				$ 92,100,000	$ 92,100,000	$ 225,700,000
Implied cost of debt				8.72%	8.72%	8.72%

Cover	6 Months Ended
Cover	Jun. 30, 2026
Entity Addresses [Line Items]
Document Type	POS AM
Amendment Flag	true
Amendment Description	This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to the Registration Statement on Form S-1 (File No. 333-292590) (the “Registration Statement”), originally filed by Silvia, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on January 6, 2026 and declared effective on January 20, 2026, is being filed to include in the Registration Statement the information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 18, 2026, including the audited consolidated financial statements contained therein; the information contained in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, filed with the SEC on May 14, 2026 and August 13, 2026, including the unaudited condensed consolidated financial statements contained therein; and other material developments since the date of the prospectus dated January 23, 2026, and to update certain other information in the Registration Statement. The prospectus contained in this Post-Effective Amendment amends and restates in its entirety the prospectus dated January 23, 2026 filed by the Company with the SEC pursuant to Rule 424(b)(3) on January 23, 2026. The prospectus contained in this Post-Effective Amendment is a complete prospectus and does not rely on incorporation by reference of the Company’s reports filed under the Securities Exchange Act of 1934, as amended. No additional securities are being registered under this Post-Effective Amendment, and this Post-Effective Amendment is not being filed pursuant to Rule 462(c) or Rule 462(d) under the Securities Act of 1933. The Registration Statement registers 34,411,715 shares of common stock, par value $0.001 per share (“Common Stock”), consisting of 13,900,000 shares offered for resale by certain selling securityholders named in the prospectus (each, a “Selling Securityholder” and, collectively, the “Selling Securityholders”), 7,659,237 shares issuable upon conversion of purchased convertible notes issued by the Company (the “Convertible Notes”) and offered for resale by the Selling Securityholders, and 12,852,478 shares issuable by the Company upon exercise of warrants to purchase Common Stock (the “Warrants”). All registration fees payable in respect of the registered securities were paid at the time of the original filing of the Registration Statement.
Entity Registrant Name	Silvia, Inc.
Entity Central Index Key	0002076163
Entity Tax Identification Number	39-2767031
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	600 Lexington Avenue
Entity Address, Address Line Two	Floor 2
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(305)
Local Phone Number	938-0912
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	600 Lexington Avenue
Entity Address, Address Line Two	Floor 2
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(305)
Local Phone Number	938-0912
Contact Personnel Name	Anthony Pompliano

Schedule of Cash Flow Information Related to Operating Lease (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2026
Earnings Per Share [Abstract]
Amortization of right-of-use asset		$ 128
Cash paid for amounts included in the measurement of lease liability		55
Right-of-use asset obtained in exchange for new operating lease liability		$ 1,074
Remaining lease term (in years)		3 years 6 months
Discount rate		3.45%

Schedule of Pubco Stock Issued (Details) - shares	Jun. 30, 2026	Dec. 31, 2025
Restructuring Cost and Reserve [Line Items]
Common stock share issued	94,651,912	85,166,604
Circle Capital Corp I [Member]
Restructuring Cost and Reserve [Line Items]
Shares outstanding		25,000,000
Redemption of ordinary shares		(23,434,229)
Circle Capital Corp I [Member] \| Public Share [Member]
Restructuring Cost and Reserve [Line Items]
Shares outstanding		1,565,771
Circle Capital Corp I [Member] \| Founder Share [Member]
Restructuring Cost and Reserve [Line Items]
Shares outstanding		8,333,333
Circle Capital Corp I [Member] \| Private Placement [Member]
Restructuring Cost and Reserve [Line Items]
Shares outstanding		265,000
Circle Capital Corp I [Member] \| Representative Share [Member]
Restructuring Cost and Reserve [Line Items]
Shares outstanding		440,000
Business Combination Shares [Member]
Restructuring Cost and Reserve [Line Items]
Shares outstanding		74,562,500

Share-Based Compensation

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

Note 11. Share-Based Compensation

The Company’s 2025 Equity Incentive Plan (the “2025 Equity Plan”) is described in Note 13 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company has elected to account for forfeitures as they occur.

Time-based restricted stock units

During the six months ended June 30, 2026, the Company granted 3,353,832 time-based restricted stock units (“RSUs”) under the 2025 Equity Plan to certain employees and service providers with aggregate grant-date fair value of $7.7 million. The awards generally vest over a service period ranging from 1 to 4 years.

For RSUs subject solely to time-based vesting conditions, grant-date fair value is determined based on the closing market price of the Company’s common stock on the grant date. During the six months ended June 30, 2026, grant-date stock prices used to value such awards had a weighted average grant date fair value of $2.27 per share.

The following schedule summarizes activity related to time-based RSUs for the six months ended June 30, 2026:

Schedule Of Time Based RSU

	Number of time-based Restricted Stock Units			Weighted Average Grant Date Fair Value
Unvested as of December 31, 2025		18,414		$	2.13
Granted		3,353,832			2.27
Forfeited		-			-
Vested		(1,454,365	)		2.51
Unvested as of June 30, 2026		1,917,980		$	2.09

For the three and six months ended June 30, 2026, the Company recognized approximately $2.0 million and $4.2 million, respectively, in share-based compensation expense from time-based RSUs. As of June 30, 2026, unrecognized compensation cost related to unvested time-based RSUs was $3.5 million, which is expected to be recognized over a weighted average remaining period of 1.2 years.

Market-based restricted stock units

In connection with the CFO Silvia Acquisition, the Company granted Shain Noor the right to receive up to 4,356,450 shares of the Company’s common stock. The award is subject to both continued service and market condition requiring the Company’s common stock to achieve a trading price of $9.00 per share. Because the award is contingent upon future employment and achievement of the market condition, it is accounted for as a share-based payment award under ASC 718 and is excluded from the purchase consideration transferred in the transaction.

The award had a grant-date fair value of $5.1 million, which was determined using a Monte Carlo valuation model. The valuation incorporated assumptions regarding the Company’s stock price, expected volatility, risk-free interest rate, expected term, and expected dividend yield. Expected volatility was based on the historical volatility of the Company’s common stock, and the risk-free interest rate was based on the U.S. Treasury yield curve in effect on the grant date for a term corresponding to the expected term of the award.

The following table summarizes the key assumptions used in the Monte Carlo valuation of market-based awards granted during the six months ended June 30, 2026:

Assumption	Input
Stock price	$	1.90
Expected volatility		70.0	%
Risk-free interest rate		3.94	%
Expected term		5.00
Expected dividend yield		0.00	%

The following table summarizes activity related to market-based RSUs for the six months ended June 30, 2026:

Schedule Of Market-based RSU

	Number of market-based Stock Units		Weighted Average Grant Date Fair Value
Unvested as of December 31, 2025		8,000,000	$	2.13
Granted		4,356,450		1.17
Forfeited		-		-
Vested		-		-
Unvested as of June 30, 2026		12,356,450	$	1.75

As of June 30, 2026, the market condition associated with the award had not been satisfied and, accordingly, no shares subject to the award had vested.

For the three and six months ended June 30, 2026, the Company recognized approximately $1.7 million and $3.1 million, respectively, in share-based compensation expense from market-based RSUs. As of June 30, 2026, unrecognized compensation cost related to unvested market-based RSUs was $18.1 million. The remaining compensation cost is expected to be recognized over the weighted average remaining period of 3.0 years.

Note 13. Share-Based Compensation

On October 29, 2025, the Company’s Board of Directors adopted, and the Company’s stockholders approved the ProCap Financial, Inc. 2025 Equity Incentive Plan whereby it may grant to employees, consultants or non-employee directors an award, such as (1) options and stock appreciation rights, (2) performance stock, (3) performance stock units, (4) restricted stock, and (5) restricted stock units of the Company.

The aggregate number of shares which may be issued or transferred under the plan is equal to the sum of (i) 10% of the shares outstanding post-closing of the Business Combination and (ii) an annual increase on the first day of each year beginning in 2026 and ending in (and including) 2035 equal to the lesser of (A) 5% of the shares outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Board or the compensation committee of the Board.

Restricted Stock Units

For the period from June 17, 2025 (inception) through December 31, 2025, the Company issued restricted stock units (“RSU’S) under the 2025 Equity Plan. Each RSU entitles the recipient to one share of the Company’s common stock upon vesting. The Company measures the grant date fair value of RSU’s based on the nature of the vesting conditions.

For RSU’s subject only to service-based vesting conditions, fair value is measured using the stock price on the grant date. For RSU’s subject to performance-based vesting conditions, including market-based share price targets, grant date fair value is determined using a Monte Carlo valuation model which incorporates assumptions regarding volatility of 60%, risk-free interest rate of 3.9%, expected term of 7 years, and stock price of $4.36 to calculate the probability of achieving the specified performance conditions, consistent with ASC 718. Performance-based RSU’s will be forfeited to the extent any outstanding portion of the award remains unvested as of the seventh anniversary of the date of the grant of the award or upon the employee’s termination of employment for any such reason.

The RSU’s subject to market-based share price targets will be eligible to vest upon the achievement of the following share price vesting conditions as long as the employee remains employed by the Company through the date in which the share price vesting condition is satisfied for any five continuous business days where a share of common stock of the Company closes at or above the applicable share prices below:

Schedule of Restricted Stock Unit

Number of RSU’s eligible to vest	Share price
250,000	$	15.00
250,000	$	17.50
250,000	$	20.00
250,000	$	22.50
250,000	$	25.00
500,000	$	27.50
500,000	$	30.00
500,000	$	32.50
500,000	$	35.00
500,000	$	37.50
750,000	$	40.00
750,000	$	42.50
750,000	$	45.00
1,000,000	$	47.50
1,000,000	$	50.00

The table below presents the summary of activity with respect to, and status of restricted stock units for the period from June 17, 2025 (inception) through December 31, 2025:

	Number of Restricted Stock Units			Weighted Average Grant Date Value
Unvested as of June 17, 2025		-			-
Granted		8,220,000		$	2.13
Forfeited		-			-
Vested		(201,586	)	$	2.11
Unvested as of December 31, 2025		8,018,414		$	2.13

As of December 31, 2025, there were 8,220,000 restricted stock units outstanding. As of December 31, 2005, unrecognized compensation cost related to the grant of restricted stock units was $17,058,191 and had a remaining vesting period of approximately 2.1 years to 3.93 years. Stock-based compensation expense related to RSUs recognized during the period from June 17, 2025 (inception) through December 31, 2025 was $442,043, and is included in the accompanying consolidated statements of operations.

Schedule of Carrying Value of Intangible Assets (Details) $ in Thousands	Jun. 30, 2026 USD ($)
Subsequent Events [Abstract]
2026 (excluding the six months ended June 30, 2026)	$ 2,369
2027	4,739
2028	4,739
2029	1,299
2030	152
2031	152
Thereafter	645
Intangible assets, net	$ 14,095

Recapitalization (Details Narrative) - USD ($)	6 Months Ended
Recapitalization (Details Narrative) - USD ($)	Dec. 31, 2025	Jun. 30, 2026
Restructuring Cost and Reserve [Line Items]
Common stock, par value	$ 0.001	$ 0.001
Circle Capital Corp I [Member]
Restructuring Cost and Reserve [Line Items]
Redemption of ordinary shares	23,434,229
Circle Capital Corp I [Member] \| Common Class A [Member]
Restructuring Cost and Reserve [Line Items]
Aggregate payment	$ 239,345,691
Public Warrants [Member]
Restructuring Cost and Reserve [Line Items]
Warrant issued	12,500,000
Public Warrants [Member] \| IPO [Member]
Restructuring Cost and Reserve [Line Items]
Warrant issued	12,500,000
Private Placement Warrants [Member]
Restructuring Cost and Reserve [Line Items]
Warrant issued	352,500
Private Placement Warrants [Member] \| IPO [Member]
Restructuring Cost and Reserve [Line Items]
Warrant issued	$ 352,500
Common Stock [Member]
Restructuring Cost and Reserve [Line Items]
Common stock, par value	$ 0.001
Seller and Jeffrey Park [Member] \| Common Stock [Member]
Restructuring Cost and Reserve [Line Items]
Number of units issued	10,000,000
Common stock, par value	$ 0.001
Seller and Jeffrey Park [Member] \| Preferred Stock [Member]
Restructuring Cost and Reserve [Line Items]
Number of units issued	64,562,500
SPAC Merger [Member] \| Common Stock [Member]
Restructuring Cost and Reserve [Line Items]
Number of units issued	10,604,104

Leases

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Leases

Leases

Note 15. Leases

Office Lease

The Company leases its office facility under a month-to-month operating lease arrangement. The Company has elected the short-term lease practical expedient under ASC 842 for this lease and therefore does not recognize a right-of-use asset or lease liability on the unaudited condensed consolidated balance sheet for this arrangement.

Lease expense for this month-to-month lease is recognized on a straight-line basis and was $20 per month for the period from January 2026 through June 2026. Because the lease is cancellable at any time with no significant penalty, the Company is not committed to future minimum lease payments beyond the monthly term.

Studio Lease

In February 2026, the Company entered into a new operating lease agreement for studio space. The lease has an initial term of 45 months, commencing February 1, 2026 and expiring October 31, 2029. The lease requires monthly base rent payments of $27 with a three-month rent abatement of $82. The Company does not have an option to extend the lease term or to purchase the leased property. The lease contains fees for cleaning services, utilities, building amenities, and other operating items that are non-lease components. These variable lease payments are recognized in the period incurred rather than included in the lease liability, with the Company recording an operating expense when such amounts arise. The Company has recognized a right-of-use asset and lease liability on the unaudited condensed consolidated balance sheet for this arrangement.

Lease Costs

The components of lease cost for the three months and six months ended June 30, 2026 and 2025 were as follows (In thousands):

Schedule of Lease Cost

	Three Months Ended June 2026		Six Months Ended June 2026
Lease Cost	Amount		Amount
Operating lease cost	$	78		128
Short-term lease cost		60		119
Total lease cost	$	138		247

Operating lease cost and short-term lease cost are recognized on a straight-line basis over the lease term and are included in general and administrative expenses in the unaudited condensed consolidated statement of operations.

Supplemental Balance Sheet Information

Supplemental balance sheet information related to the Company’s operating lease as of June 30, 2026, is as follows (In thousands):

	As of June 30, 2026
Operating lease right-of-use asset	$	961
Operating lease liability, current portion		298
Operating lease liability, non-current portion		736
Total operating lease liability	$	1,034

Maturities of Lease Liability

Future minimum lease payments under the operating lease as of June 30, 2026, are as follows (In thousands):

	Operating Leases
2026 (remaining six months)	$	163
2027		328
2028		328
2029		274
Total future minimum lease payments		1,093
Less: present value discount		(59	)
Present value of lease liability	$	1,034

Supplemental Cash Flow and Other Information

Supplemental cash flow and other information related to the Company’s operating lease for the six months ended June 30, 2026, are as follows (In thousands):

	Amount
Amortization of right-of-use asset	$	128
Cash paid for amounts included in the measurement of lease liability		55
Right-of-use asset obtained in exchange for new operating lease liability		1,074
Remaining lease term (in years)		3.5
Discount rate (as a percentage)		3.45	%

Note 17. Leases

The Company leases its office facility under a month-to month operating lease arrangement. The Company has elected the short-term lease practical expedient under ASC 842 for this lease and therefore does not recognize a right-of-use asset or lease liability on the consolidated balance sheet for this arrangement.

Lease expense for this month-to month lease is recognized on a straight-line basis and were $19,600 per month for the period from October 2025 to December 2025. Because the lease is cancellable at any time with no significant penalty, the Company is not committed to future minimum lease payments beyond the monthly term.

Convertible Note (Tables)

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Debt Disclosure [Abstract]

Schedule of Outstanding Debt

The net carrying value of the Company’s outstanding debt consisted of the following, as of (In thousands):

Schedule of Outstanding Debt

	June 30, 2026			December 31, 2025
Convertible Notes due 2028	$	99,600		$	235,000
Discount, net (1)		(4,015	)		(11,387	)
Debt issuance costs, net (2)		(3,329	)		(9,441	)
Convertible Notes, net	$	92,256		$	214,172

(1)	Discount as of June 30,2026 consisted of $7.1 million of original issue discount and $4.6 million for the initial fair value of the embedded derivative, less accumulated amortization of $1.3 million, gain on debt extinguishment of $6.4 million.

(2)	Debt issuance costs as of June 30, 2026 consisted of $9.7 million in debt issuance costs, less accumulated amortization of $1.1 million and gain on debt extinguishment of $5.3 million.

The table below summarizes the outstanding Convertible Notes as of December 31, 2025, including the effects of discounts and debt issuance costs:

Schedule of Convertible Note

	December 31, 2025
Convertible Notes due 2028	$	235,000,000
Discount, net (1)		(11,387,249	)
Debt issuance costs, net (2)		(9,440,843	)
Convertible Notes, net	$	214,171,908

(1)

Discount as of December 31, 2025 consisted of $7,050,000 of original issue discount and $4,629,230 for the fair value of the embedded derivative less accumulated amortization of $291,981.

(2)

Debt issuance costs as of December 31, 2025 consisted of $9,682,916 in debt issuance costs less accumulated amortization of $242,073.

Schedule of Disaggregation of Interest Expense

The table below presents the disaggregation of interest expense for the period June 30, 2026 (In thousands):

	For the six-months ended June 30,2026
Debt discount amortization	$	1,017
Debt issuance cost amortization		843
Interest expense, net	$	1,860

The table below presents the disaggregation of interest expense for the period from June 17, 2025 (inception) through December 31, 2025:

	For the period from June 17, 2025 (inception) through December 31, 2025
Debt discount amortization	$	291,981
Debt issuance cost amortization		242,073
Interest expense	$	534,054

Schedule of Gain on Extinguishment of Debt

The following table summarizes the net gain on the extinguishment of debt (In thousands):

	Gain on extinguishment of debt
Excess of the net carrying amount of the repurchased Convertible Notes	$	16,248
Derecognition of debt discount		(6,355	)
Derecognition of debt issuance costs		(5,269	)
Derecognition of conversion feature derivative liability		1,309
Total	$	5,933

Schedule of Loan Maturities

The table below reflects the principal amount of loan maturities due over the next five years as of June 30, 2026 (In thousands):

	5-Year Loan Maturities Fiscal Year
	2026		2027		2028		2029		2030		Total
2028 Convertible Notes	$	-	$	99,600	$	-	$	-	$	-	$	99,600

The table below reflects the principal amount of loan maturities due over the next five years as of December 31, 2025:

Schedule of Loan Maturities

	5-Year Loan Maturities Fiscal Year
	2026		2027		2028		2029		2030		Total
2028 Convertible Notes	$	-	$	-	$	235,000,000	$	-	$	-	$	235,000,000

Schedule of Computation of Basic and Dilutive Net Loss Per Share (Details) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025
Accounting Policies [Abstract]
Net loss	$ 24,618,000	$ (65,047,000)	$ (172,806,000)	$ (28,975,504)
Weighted average number of shares of common stock outstanding, basic	3,809,524	89,394,753	86,164,488	73,685,031
Weighted average number of shares of common stock outstanding, diluted	28,404,762	89,394,753	86,164,488	73,685,031
Net loss per common stock, basic	$ 6.46	$ (0.73)	$ (2.01)	$ (0.39)
Net loss per common stock, diluted	$ 0.50	$ (0.73)	$ (2.01)	$ (0.39)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Schedule of Computation of Basic and Diluted Net Loss per Share (Details) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025
Earnings Per Share [Abstract]
Net profit (loss)	$ 24,618,000	$ (65,047,000)	$ (172,806,000)	$ (28,975,504)
Weighted average number of shares of common stock outstanding-basic	3,809,524	89,394,753	86,164,488	73,685,031
Weighted average number of shares of common stock outstanding-diluted	28,404,762	89,394,753	86,164,488	73,685,031
Net income per common stock, basic	$ 6.46	$ (0.73)	$ (2.01)	$ (0.39)
Net income per common stock, diluted	$ 0.50	$ (0.73)	$ (2.01)	$ (0.39)
Basic EPS
Weighted average number of shares of common stock outstanding-basic	3,809,524
Diluted EPS
Less: change in fair value of conversion feature	(1033000000.00%)			(40.80%)
Net Income, diluted	$ 14,288,000
Add: Preferred Units	$ 24,595,238

Commitments and Contingencies

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 13. Commitments and Contingencies

Services Agreement

In June 2025, the Company and Inflection Points, an entity under common control, entered into an Investment Consulting and Marketing Services Agreement (the “Services Agreement”). Pursuant to the Services Agreement, Inflection Points agreed to provide certain services to the Company. The services shall be provided pursuant to statements of work. The Services Agreement has a term of four (4) years and will automatically renew for a subsequent one (1) year term, unless either party gives the other party at least sixty (60) days’ prior written notice of non-renewal or otherwise terminates the Services Agreement or any statement of work as set forth therein. In consideration, Inflection Points received an aggregate of 10,000,000 shares of the Company’s stock on December 5, 2025. As of June 30, 2026, these shares have been issued and are outstanding.

Sponsor and Seller Earnout Agreements

Pursuant to the Sponsor Earnout Agreement and Seller Earnout Agreement (the “Agreements”) entered into on December 3, 2025, 8,333,333 shares and 9,500,000 shares of the Company’s Common Stock, respectively, remain subject to vesting and transfer restrictions. The terms of the Agreements are described in Note 14 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. As of June 30, 2026, no vesting events had occurred under either arrangement and the related shares remained subject to the applicable transfer restrictions.

Note 14. Commitments and Contingencies

As of December 31, 2025, we did not have any material commitments except as noted below.

Non-Competition Agreement

Contemporaneously with the execution and delivery of the Business Combination Agreement, ProCap BTC, CCCM, the Company and Mr. Anthony Pompliano entered into a Non-Competition and Non-Solicitation Agreement, pursuant to which, until the earlier of (i) the date that is eighteen (18) months following the Closing Date June 23, 2025 and (ii) the date that is six (6) months after such date as Mr. Pompliano ceases to be a Control Person of the Company or ProCap BTC, Mr. Pompliano will not, directly or indirectly, become a Control Person of a public company with a primary portion of its business comprised of pursuing a Bitcoin treasury strategy program. For purposes of the Non-Competition Agreement, “Control Person” shall mean (x) the chairman of a board of directors, chief executive officer or president, or (y) the owner of such equity interests or right to acquire equity interests of a Person which entitles the holder thereof to the ability to manage or control such Person.

Services Agreement

In connection with the execution and delivery of the Business Combination Agreement, Inflection Points, an entity under common control, and the Company entered into an Investment Consulting and Marketing Services Agreement (the “Services Agreement”). Pursuant to the Services Agreement, Inflection Points agreed to provide certain services to the Company. The services shall be provided pursuant to statements of work. The Services Agreement has a term of four (4) years following the Effective Date and will automatically renew for a subsequent one (1) year term, unless either party gives the other party at least sixty (60) days’ prior written notice of non-renewal or otherwise terminates the Services Agreement or any statement of work as set forth therein. In consideration of the Work performed, upon execution of this Agreement, Service Provider shall receive an aggregate of 10,000,000 Common Units of ProCap BTC, which were exchanged for 10,000,000 shares of the Company’s stock at the closing of the Business Combination (See Note 4). Payment for all or part of the Work shall not constitute acceptance. As of December 31, 2025, these shares have been issued and are outstanding (see Note 12). These shares were recorded at fair value at date of issuance, which was reported at $10,000 on the statement of changes in stockholders’ equity.

Preferred Equity Subscription Agreement

In connection with the execution of the Business Combination Agreement, certain “qualified investors” (defined to include “qualified institutional buyers” (“QIBS”), as defined in Rule 144A of the Securities Act, and institutional “accredited investors,” as defined in Rule 501 of Regulation D) (the “Preferred Equity Investors”) each entered into a Preferred Equity Subscription Agreement (collectively, the “Preferred Equity Subscription Agreements”) with CCCM, ProCap BTC and the Company, pursuant to which the Preferred Equity Investors subscribed to purchase an aggregate of 51,650,000 non-voting preferred units of ProCap BTC (“Preferred Units”), at a purchase price of $10.00 per unit in a private placement, for an aggregate amount of $516.5 million of such Preferred Units (the “Preferred Equity Investment,”), which were converted and exchanged for 64,562,500 shares of common stock of the Company at the Closing of the Business Combination (See Note 4). Additionally, each Preferred Equity Subscriber executed a joinder agreement to that certain Limited Liability Company Operating Agreement of the Company, dated as of June 22, 2025, by and among the Company and the members identified therein (the “LLC Agreement”), pursuant to which each Preferred Equity Subscriber accepted the rights, duties and obligations set forth in the LLC Agreement and became a preferred member of the Company.

As described above, all of the proceeds from the Preferred Equity Investment were used by the Company to the purchase Bitcoin, which Bitcoin was held in a custodial account until the Closing, upon which it was contributed to ProCap Financial.

Sponsor Earnout Agreement

On December 3, 2025, the Company and Sponsor entered into an agreement (the “Sponsor Earnout Agreement”), providing that 8,333,333 shares of Pubco Stock (such shares subject to earnout, the “Earnout Founder Shares”), representing all of the shares of Pubco Stock issuable to the Sponsor or its transferees in exchange for their Class B ordinary shares of CCCM (“Class B Ordinary Shares”) upon the Closing, shall be subject to transfer restrictions set forth in the Sponsor Earnout Agreement (the “Sponsor Transfer Restrictions”) and shall vest and be released from such restriction only if certain price targets are achieved during the 2-year period following the Closing (the “Earnout Period”).

The Sponsor Earnout Agreement provided that the Earnout Founder Shares shall vest and shall no longer be subject to the Sponsor Transfer Restrictions as follows:

●100% of the Earnout Founder Shares will vest and shall no longer be subject to the Sponsor Transfer Restrictions if the closing price of the Pubco Stock equals or exceeds $10.21 per share (as may be adjusted) for any 20 trading days within any consecutive 30-trading day period during the Earnout Period (the “Share Price Trigger Event”).

●100% of the Earnout Founder Shares will vest and shall no longer be subject to the Sponsor Transfer Restrictions if the BTC VWAP (as defined below) equals or exceeds $140,000 during any five-day period during the Earnout Period (the “BTC Price Trigger Event”).

In the event that neither a Share Price Trigger Event nor a BTC Price Trigger Event has occurred on or prior to the second anniversary of the Closing Date, then, subject to the terms and conditions of the Sponsor Earnout Agreement, on such second anniversary, 100% of the Earnout Founder Shares will vest and will no longer be subject to the Sponsor Transfer Restrictions.

Notwithstanding the foregoing, in the event that during the Earnout Period, the Company is subject to a change of control and the implied consideration per share of Pubco Stock pursuant to which the Company or its stockholders have the right to receive in such change of control equals or exceeds $10.21 (or the equivalent fair market value thereof, as determined by the board of directors of the Company following the Closing in good faith, in the event of any non-cash consideration), then, all of the Earnout Founder Shares that have not previously vested will vest and shall no longer be subject to the Sponsor Transfer Restrictions.

“BTC VWAP” means the dollar volume-weighted average price for Bitcoin (BTC) during any one hundred twenty (120)-hour period ending at the time of determination, as reported by Bloomberg through its “VAP” function for “XBTUSD BGN Currency” (or such other comparable calculation methodology as the Disinterested Independent Directors (as defined in the Sponsor Earnout Agreement) may determine in good faith if such Bloomberg function is no longer available). If the BTC VWAP cannot be calculated for Bitcoin (BTC) on such date on any of the foregoing bases, the BTC VWAP of Bitcoin (BTC) on such date shall be the fair market value as determined by the Disinterested Independent Directors of the Company acting in good faith. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

Effective December 3, 2025, the Company and Seller entered into an agreement (the “Seller Earnout Agreement”), providing that 9,500,000 shares of Pubco Stock (such shares subject to earnout, the “Earnout Seller Shares”), representing all of the shares of Pubco Stock otherwise issuable to the Seller upon the Closing, shall be subject to the transfer restrictions set forth in the Seller Earnout Agreement (the “Seller Transfer Restrictions”) and shall vest and be released from such restriction only if certain price targets are achieved during the Earnout Period. The Seller Earnout Agreement provides that the Earnout Seller Shares shall vest and shall no longer be subject to the Seller Transfer Restrictions as follows:

●100% of the Earnout Seller Shares will vest and shall no longer be subject to the Seller Transfer Restrictions upon a Share Price Trigger Event.

●100% of the Earnout Seller Shares will vest and shall no longer be subject to the Seller Transfer Restrictions upon a BTC Price Trigger Event.

In the event that neither a Share Price Trigger Event nor a BTC Price Trigger Event has occurred on or prior to the second anniversary of the Closing Date, then, subject to the terms and conditions of the Seller Earnout Agreement, on such second anniversary, 100% of the earnout shares will vest and shall no longer be subject to the Seller Transfer Restrictions.

Notwithstanding the foregoing, in the event that during the Earnout Period, the Company is subject to a change of control and the implied consideration per share of Pubco Stock pursuant to which the Company or its stockholders have the right to receive in such change of control equals or exceeds $10.21 (or the equivalent fair market value thereof, as determined by the board of directors of the Company following the Closing in good faith, in the event of any non-cash consideration), then, all of the Earnout Seller Shares that have not previously vested shall vest and shall no longer be subject to the Seller Transfer Restrictions.

Put Option Derivative Liability

On December 23, 2025 and December 24, 2025, ProCap Financial, Inc. entered into Bitcoin put option contracts with FalconX that obligate ProCap to buy Bitcoin at a fixed strike price if exercised by the counterparty on the January 30, 2026 expiration date. The aggregate premium for the put option contracts was $534,500, which constitute freestanding derivative instruments and are recorded as a derivative liability on the consolidated balance sheet. The Company does not hedge the put option derivative liability on the consolidate balance sheet and therefore the Company is exposed to market risks related to Bitcoin prices and liquidity risks regarding potential cash flow if the option is exercised.

As of December 31, 2025, the fair value of the put option contracts was $428,236, and ProCap recognized a $106,264 change in fair value of derivative securities in other income (expense) on the consolidated statement of operations.

Pursuant to the terms of the put option agreements, ProCap was required to post cash collateral to support its obligations under the contracts. As of December 31, 2025, ProCap had $4,645,780 of cash collateral held in a tri-party custodial agreement with BitGo, which is presented as restricted cash on the consolidated balance sheet. The posted collateral is not netted against the fair value of the put option liability.

The following table details the terms of the option transactions:

Schedule of Option Transactions

	December 23, 2025 option transaction		December 24, 2025 option transaction
Strike price	$	75,000	$	75,000
Put currency		200 BTC		430 BTC
Settlement		Deliverable		Deliverable

Digital Assets (Tables)

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Intangible Asset, Goodwill and Other [Abstract]

Schedule of Significant Digital Assets Holdings

The following table sets forth the units held, cost basis and fair value of crypto assets held, as shown on the balance sheet as of June 30, 2026 and December 31, 2025, respectively (In thousands, except for crypto asset quantities):

	As of June 30, 2026
	Quantity		Cost Basis		Fair Value
Bitcoin		5,355	$	493,260	$	313,378
Total			$	493,260	$	313,378

	As of December 31, 2025
	Quantity		Cost Basis		Fair Value
Bitcoin		5,000	$	466,797	$	441,791
Total			$	466,797	$	441,791

The following table sets forth the units held, cost basis and fair value of crypto assets held, as shown on the balance sheet as of December 31, 2025:

The cost basis represents the average cost at the time the Company purchased the Bitcoin.

	Quantity		Cost Basis		Fair Value
BTC		5,000.47	$	466,796,700	$	441,791,316
Total			$	466,796,700	$	441,791,316

Schedule of Reconciliation of digital assets

The following table presents a reconciliation of the fair values of the Company’s digital assets for the six months ended June 30, 2026 (In thousands):

	Fair value
Digital assets fair value as of December 31, 2025	$	441,791
Purchase of digital assets		35,953
Sales of digital assets		(6,861	)
Net unrealized loss on digital assets		(154,829	)
Realized loss on digital assets		(2,676	)
Digital assets fair value as of June 30, 2026	$	313,378

The following table presents a reconciliation of the fair values of the Company’s digital assets held for the period from June 17, 2025 (inception) through December 31, 2025, based on the fair value model under ASU 2023-08:

	Fair value
Digital assets as of June 17, 2025 (inception)	$	—
Purchase of digital assets		983,296,700
Sale of digital assets		(462,036,316	)
Net realized loss on sale of digital assets		(54,463,684	)
Net unrealized loss on digital assets		(25,005,384	)
Digital assets fair value as of December 31, 2025	$	441,791,316

Schedule of Significant Segment Expenses (Details) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

Jun. 30, 2025

Jun. 30, 2026

Dec. 31, 2025

Revenue

$ 37,000

$ 38,000

$ 85,000

Operating Expenses

Depreciation and amortization

1,249,000

32,469

Stock-based compensation

3,723,000

7,263,000

442,043

Total Operating Expenses

8,000

15,027,000

22,819,000

Operating Loss

(8,000)

(14,990,000)

(22,781,000)

(7,987,378)

Other Income (expense)

Unrealized (loss) gain on digital assets

14,296,000

(49,362,000)

(154,829,000)

Realized loss on digital assets

(2,676,000)

(54,463,684)

Change in fair value of convertible notes conversion feature

109,000

946,000

2,350,290

Realized loss on put option liability

(914,000)

Gain on extinguishment of debt

5,933,000

Interest and dividend income

128,000

871,000

259,942

Interest expense

760,000

1,860,000

534,054

Change in fair value of derivative liability

10,330,000

106,264

Other (expenses) income, net

24,626,000

(52,561,000)

(152,529,000)

(20,988,126)

Net (Loss) Income Before Taxes

24,618,000

(67,551,000)

(175,310,000)

Income tax benefit

(2,504,000)

Net profit (loss)

24,618,000

(65,047,000)

(172,806,000)

$ (28,975,504)

Reportable Segment [Member]

Revenue

37,000

38,000

Operating Expenses

Payroll expenses

1,674,000

2,683,000

One-time bonus

5,000,000

Depreciation and amortization

1,210,000

1,249,000

Other operating expenses

^[1]

8,000

3,420,000

6,624,000

Stock-based compensation

3,723,000

7,263,000

Total Operating Expenses

8,000

15,027,000

22,819,000

Operating Loss

(8,000)

(14,990,000)

(22,781,000)

Other Income (expense)

Unrealized (loss) gain on digital assets

14,296,000

(49,362,000)

(154,829,000)

Realized loss on digital assets

(2,676,000)

Change in fair value of convertible notes conversion feature

109,000

946,000

Realized loss on put option liability

(914,000)

Gain on extinguishment of debt

5,933,000

Interest and dividend income

128,000

871,000

Interest expense

(760,000)

(1,860,000)

Change in fair value of derivative liability

10,330,000

Other (expenses) income, net

24,626,000

(52,561,000)

(152,529,000)

Net (Loss) Income Before Taxes

24,618,000

(67,551,000)

(175,310,000)

Income tax benefit

(2,504,000)

Net profit (loss)

$ 24,618,000

$ (65,047,000)

$ (172,806,000)

[1]	Includes other operating expenses such as professional fees, insurance, rent, and utility expenses.

Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

Note 5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (In thousands):

	June 30, 2026		December 31, 2025
Prepaid insurance	$	1,352	$	1,813
Prepaid other		279		50
Other current assets		47		303
Total prepaid expenses and other current assets	$	1,698	$	2,166

Note 6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

Prepaid expenses:	December 31, 2025
Prepaid insurance	$	1,812,891
Prepaid expenses - current		50,325
Total prepaid expenses - current	$	1,863,216

Prepaid expenses - non-current	$	16,250

Other current assets:
Interest receivable	$	257,389

Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($)	Jun. 30, 2026	Dec. 31, 2025	Dec. 05, 2025
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Digital assets	$ 313,378,000	$ 441,791,316
Derivative liabilities		428,236
Convertible notes payable		2,278,940	$ 235,000,000
Convertible notes payable	23,000	2,279,000
Convertible notes payable	313,401,000	444,497,000
Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Digital assets	313,378,000	441,791,316
Derivative liabilities
Convertible notes payable
Convertible notes payable	313,378,000	441,791,000
Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Digital assets
Derivative liabilities
Convertible notes payable
Convertible notes payable
Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Digital assets
Derivative liabilities		428,236
Convertible notes payable	23,000	2,278,940
Convertible notes payable	$ 23,000	$ 2,706,000

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

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+ Details

Subsequent events (Details Narrative)		1 Months Ended	2 Months Ended
Subsequent events (Details Narrative)	Feb. 09, 2026 USD ($)	Jan. 31, 2026	Feb. 13, 2026 USD ($) $ / shares shares	Jun. 30, 2026 $ / shares	Feb. 10, 2026 USD ($)	Feb. 08, 2026 $ / shares	Jan. 20, 2026 USD ($)	Dec. 31, 2025 USD ($) $ / shares	Dec. 24, 2025 USD ($)	Dec. 23, 2025 USD ($)	Dec. 05, 2025 USD ($)
Subsequent Event [Line Items]
Convertible notes								$ 2,278,940			$ 235,000,000
Cash								$ 19,973,574
Premium put option contracts									$ 534,500	$ 534,500
Common stock, par value \| $ / shares				$ 0.001				$ 0.001
Subsequent Event [Member]
Subsequent Event [Line Items]
Loan collateral ratio description of bitcoin and cash	Pursuant to the terms of the Indenture, the Company must maintain a 1:1 loan-to-collateral ratio, where Bitcoin is treated as 0.50 to 1.00 and cash is treated as 1.00 to 1.00. As of February 12, 2026, the Company’s collateral composition is as follows: (i) 3,000 Bitcoin and (ii) $26,722,563 in cash, the total amount of which complies with the terms of the Indenture. This collateral composition is subject to change to account for market conditions, including the price of Bitcoin.
Number of shares repurchase, shares \| shares			904,433
Number of shares repurchase, value			$ 3,190,663
Shares acquired cost per share \| $ / shares			$ 3.53
Shares outstanding \| shares			83,422,775
Derivative average option strike price		the Company may be required to purchase an aggregate of up to 900 Bitcoin at predetermined strike prices ranging from $70,000 to $80,000 per Bitcoin, subject to counterparty exercise on specified expiration dates in February and March 2026.
Premium put option contracts							$ 888,750
Prior put option contracts			$ 534,500
Common stock, par value \| $ / shares						$ 0.001
Subsequent Event [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Price per share \| $ / shares						$ 9.00
Subsequent Event [Member] \| 2026 Convertible Notes [Member]
Subsequent Event [Line Items]
Principal amount outstanding of convertible notes					$ 99,600,000
Subsequent Event [Member] \| 2026 Convertible Notes [Member] \| Repurchase Agreements [Member]
Subsequent Event [Line Items]
Senior secured notes convertible percentage	0.0000
Convertible notes	$ 135,400,000
Cash	$ 119,152,000

CFO Silvia Acquisition (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
CFO Silvia Acquisition (Details Narrative) - USD ($)	Apr. 06, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025
Business Combination [Line Items]
Revenue				$ 37,000	$ 38,000	$ 85,000
Net loss		24,618,000		(65,047,000)	(172,806,000)	(28,975,504)
Trademarks [Member]
Business Combination [Line Items]
Business combination identifiable trademark			$ 1,500,000	$ 1,500,000	$ 1,500,000
Estimated useful life			10 years	10 years	10 years
Noncompete Agreements [Member]
Business Combination [Line Items]
Business combination identifiable trademark			$ 2,300,000	$ 2,300,000	$ 2,300,000
Estimated useful life			3 years	3 years	3 years
Use Rights [Member]
Business Combination [Line Items]
Business combination identifiable trademark			$ 11,400,000	$ 11,400,000	$ 11,400,000
Estimated useful life			3 years	3 years	3 years
Common Stock [Member]
Business Combination [Line Items]
Net loss
CFO Silvia [Member]
Business Combination [Line Items]
Voting rights percentage	100.00%
Fair value of consideration	$ 23,309,000
Contingent consideration	$ 5,900,000
Consideration shares issuable	4,643,250
Consideration per share	$ 1.90
Escrow deposit of shares	900,000
Shares issuable description	The undiscounted range of outcomes associated with the arrangement is either (i) no shares issued or (ii) issuance of 4,643,250 shares upon achievement of the specified market condition.
Repayment of cash consideration	$ 1,400,000
Business combination identifiable trademark	15,280,000
Goodwill	12,671,000
Other expenses					$ 1,400,000
Revenue			$ 12,000
Net loss			$ 8,400,000
CFO Silvia [Member] \| Shain Noor [Member]
Business Combination [Line Items]
Repayment of cash consideration	5,000,000.0
CFO Silvia [Member] \| Common Stock [Member]
Business Combination [Line Items]
Contingent consideration	$ 16,000,000.0
Consideration shares issuable	8,416,951
Consideration per share	$ 9.00

Schedule of Reconciliation of digital assets (Details) - USD ($)	6 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Crypto Asset, Holding [Line Items]
Digital assets fair value, Beginning balance	$ 441,791,316
Digital assets fair value, Ending balance	313,378,000	441,791,316
Digital Assets [Member]
Crypto Asset, Holding [Line Items]
Purchase of digital assets	35,953,000	983,296,700
Sale of digital assets	(6,861,000)	(462,036,316)
Net realized loss on sale of digital assets	(2,676,000)	(54,463,684)
Net unrealized loss on digital assets	$ (154,829,000)	$ (25,005,384)

Schedule of Roll Forward Convertible Notes (Details) - USD ($)	6 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Debt Instrument [Line Items]
Balance at December 31, 2025	$ 2,279,000
Balance at June 30, 2026	23,000	$ 2,279,000
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
As of June 17, 2025 (inception)	2,278,940
Initial value at December 5, 2025		4,629,230
Change in fair value	(946,000)	(2,350,290)
Balance at December 31, 2025		2,278,940
Balance at December 31, 2025	2,278,000
Gain on debt extinguishment	(1,309,000)
Balance at June 30, 2026	$ 23,000	$ 2,278,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Schedule of Fixed Assets (Details) - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Property, Plant, and Equipment [Line Items]
Total	$ 401,000	$ 84,582
Less: accumulated depreciation	(97,000)	(32,469)
Total fixed assets, net	304,000	52,113
Equipment [Member]
Property, Plant, and Equipment [Line Items]
Total	34,000	9,533
Leasehold Improvements [Member]
Property, Plant, and Equipment [Line Items]
Total	$ 367,000	$ 75,049

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Amount of accumulated depreciation, depletion, and amortization of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References + Details

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482338/360-10-05-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A

+ Details

- Definition

Amount, after accumulated depreciation, depletion, and amortization, of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References

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-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
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+ Details

Fixed Assets (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
Fixed Assets (Details Narrative) - USD ($)	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025
Property, Plant, and Equipment [Abstract]
Depreciation	$ 0	$ 26,000	$ 65,000	$ 32,469

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Current Assets:
Cash		$ 19,973,574
Cash equivalents	$ 15,300,000	25,002,553
Cash and cash equivalents	15,338,000	44,976,000
Restricted cash		149,885,332
Accounts receivable		45,000
Prepaid expenses, current		1,863,216
Prepaid expenses and other current assets	1,698,000	2,166,000
Other current assets		257,389
Total current assets	17,036,000	197,027,064
Digital assets	313,378,000	441,791,316
Right-of-use asset	961,000
Fixed assets, net	304,000	52,113
Intangible assets, net	14,095,000
Goodwill	12,671,000
Other non-current assets	7,000	16,000
Prepaid expenses, non-current		16,250
Total Assets	358,452,000	638,886,000
Current Liabilities
Accounts payable and accrued expenses	1,655,000	1,831,000
Conversion feature liability - convertible notes	23,000
Convertible notes, net	92,256,000
Lease liability, current	298,000
Other current liabilities	112,000	1,000
Derivative securities liabilities		428,236
Deferred revenue		1,000
Total current liabilities	94,344,000	2,260,000
Long-term liabilities
Conversion feature liability - convertible notes		2,278,000
Deferred tax liabilities	578,000
Lease liability, non-current	736,000
Convertible notes, net		214,171,908
Total long term liabilities	1,314,000	216,450,000
Total liabilities	95,658,000	218,710,068
STOCKHOLDERS’ EQUITY
Preferred stock; 50,000,000 authorized shares; no shares issued and outstanding as of June 30, 2026 and December 31, 2025
Common stock; $0.001 par value; 550,000,000 authorized shares; 94,651,912 shares issued and 88,574,486 shares outstanding as of June 30, 2026, 85,166,604 shares issued and 84,327,208 shares outstanding as of December 31, 2025	94,000	85,167
Additional paid-in capital	480,082,000	451,913,639
Treasury stock, at cost; 6,077,426 shares and 839,396 shares as of June 30, 2026 and December 31, 2025, respectively	(15,600,000)	(2,846,627)
Accumulated deficit	(201,782,000)	(28,975,504)
Total stockholders’ equity	262,794,000	420,176,000
Total liabilities and stockholders’ equity	358,452,000	638,886,000
Total long term liabilities	$ 1,314,000	216,450,000
Previously Reported [Member]
Current Assets:
Total Assets		638,886,743
Current Liabilities
Accounts payable and accrued expenses		1,829,984
Total current liabilities		2,259,220
Long-term liabilities
Conversion feature liability - convertible notes		2,278,940
STOCKHOLDERS’ EQUITY
Total stockholders’ equity		420,176,675
Total liabilities and stockholders’ equity		$ 638,886,743

Schedule of Loan Maturities (Details) - 2028 Convertible Notes [Member] - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Short-Term Debt [Line Items]
Convertible notes 2027	$ 99,600,000
Convertible notes 2028
Convertible notes 2029		235,000,000
Convertible notes 2030
Convertible notes 2030
Convertible notes	99,600,000	$ 235,000,000
Convertible notes 2026

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References

+ Details

Schedule of Roll Forward Derivative Liability, Put Option (Details) - USD ($)	6 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at December 31, 2025	$ 2,279,000
Balance at June 30, 2026	23,000	$ 2,279,000
Derivative Financial Instruments Liabilities Put Option [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at December 31, 2025	$ 428,236
Premiums received on sold BTC put options		534,500
Net change in fair value recognized in earnings		(106,264)
Settlements / expirations
Balance at June 30, 2026		$ 428,236

Condensed Consolidated Statements of Operations	6 Months Ended
Condensed Consolidated Statements of Operations	Dec. 31, 2025 USD ($) $ / shares shares
Income Statement [Abstract]
Revenue	$ 85,000
Operating Expenses
General and administrative	7,630,335
Stock-based compensation	442,043
Operating Loss	(7,987,378)
Other Income (expense)
Realized loss on sale of digital assets	(54,463,684)
Realized loss on digital assets	(54,463,684)
Change in fair value of digital assets	(25,005,384)
Change in fair value of conversion feature - preferred units	56,298,500
Change in fair value of convertible notes conversion feature	2,350,290
Change in fair value of derivative liability	106,264
Interest and dividend income	259,942
Interest expense	(534,054)
Other (expenses) income, net	(20,988,126)
Net (Loss) Income	$ (28,975,504)
Weighted average number of shares of common stock outstanding, basic \| shares	73,685,031
Weighted average number of shares of common stock outstanding diluted \| shares	73,685,031
Net (loss) income per common stock, basic \| $ / shares	$ (0.39)
Net (loss) income per common stock, diluted \| $ / shares	$ (0.39)

Income Taxes

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

Note 12. Income Taxes

The Company’s effective tax rate for the six months ended June 30, 2026 and for the period from June 10, 2025 through June 30, 2025 was approximately 1.43% and (0)%, respectively. During the second quarter ended June 30, 2026, the Company recognized a discrete income tax benefit of approximately $2.5 million related to the partial release of its valuation allowance on deferred tax assets. The valuation allowance release was supported by additional objectively verifiable positive evidence resulting from the scheduled reversal of acquisition-related taxable temporary differences generated by the CFO Silvia Acquisition completed during the second quarter of 2026. The discrete income tax benefit was the primary driver of the Company’s effective tax rates for the three and six months ended June 30, 2026.

The Company evaluates the realizability of deferred tax assets on a quarterly basis and records a valuation allowance when it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized. As of June 30, 2026, the Company continued to maintain a valuation allowance against deferred tax assets that management has concluded are not more-likely-than-not to be realized.

As of June 30, 2026 and December 31, 2025, the Company had no unrecognized tax benefits and had not accrued any interest or penalties related to uncertain tax positions.

Note 9. Income Taxes

The Company files a consolidated federal income tax return and various state income tax returns. The amount of income taxes the Company records requires the interpretation of complex rules and regulations of federal and state taxing jurisdictions.

A reconciliation of the U.S. federal statutory rate to the Company’s effect income tax rate is as follows:

	As of December 31, 2025

U.S. federal statutory rate		21.0	%

Change in fair value of conversion feature		40.8	%

Change in valuation allowance		(61.8	)%
Provision (benefit) for income taxes		0.0	%

	As of December 31, 2025
Deferred Tax Asset (Liability)

Stock Based Compensation	$	92,829
Change in Fair Value of Digital Assets		5,251,131
Interest expense, net		57,564
NOL - Federal		13,021,839
Change in Fair Value of Convertible Note Conversion Feature		(493,561	)
Change in Fair Value of Derivative Securities		(22,315	)
Net operating losses		17,907,487
Valuation Allowance		(17,907,487	)
Deferred Tax Asset (Liability)	$	-

Valuation Allowance Roll Forward

Deferred:	As of December 31, 2025
US Federal expense (benefit)	$	(17,907,487	)
State and local expense (benefit)		-
Change in valuation allowance		17,907,487
Total	$	-

A valuation allowance for deferred tax assets, including net operating losses, is recognized when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. To assess that likelihood, we use estimates and judgment regarding our future taxable income, and we consider the tax consequences in the jurisdiction where such taxable income is generated, to determine whether a valuation allowance is required. Such evidence can include our current financial position, our results of operations, both actual and forecasted, the reversal of deferred tax liabilities, and tax planning strategies as well as the current and forecasted business economics of our industry. As of December 31, 2025, the Company’s deferred tax assets consisted primarily of $13.0 million related to federal net operating loss carry forwards, $5.3 million related to changes in the fair value of digital assets, and $0.2 million related to stock-based compensation and interest expense, partially offset by deferred tax liabilities related to changes in the fair value of convertible note conversion features and derivative securities. The resulting gross deferred tax assets were fully offset by a valuation allowance, resulting in no net deferred tax asset or liability as of December 31, 2025.

When more than a 50% change in ownership occurs, over a three-year period, as defined, the Tax Reform Act of 1986 limits the utilization of net operating loss carry forwards in the years following the change in ownership. In December 2025, the Company issued common stock to various parties in connection with the business combination. A Section 382 ownership study has not been completed yet. The management will continue to evaluate the occurrence of ownership change and the impact on utilization of prior year NOL, which otherwise can be carried forward indefinitely.

We have evaluated whether there were material uncertain tax positions requiring recognition in our financial statements. As of December 31, 2025, the Company has not identified unrecognized tax benefits that would favorably affect the effective tax rate if resolved in the Company’s favor and the Company recognized $0 uncertain tax liability.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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+ Details

Schedule of Option Transactions (Details) - USD ($)	Dec. 24, 2025	Dec. 23, 2025
Commitments and Contingencies Disclosure [Abstract]
Option transaction stricke price	$ 75,000	$ 75,000
Option transaction put currency	430	200
Option transaction settlement	Deliverable	Deliverable

Segment Information (Details Narrative) - Segment	6 Months Ended
Segment Information (Details Narrative) - Segment	Jun. 30, 2026	Dec. 31, 2025
Segment Reporting [Abstract]
Segment reporting CODM description	The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”). The CODM reviews financial information on a consolidated basis for purposes of assessing performance, allocating resources, and making operating decisions. Accordingly, management has determined that the Company operates as one reportable segment.	The Company’s chief operating officer decision maker (“CODM”) has been identified as the Chief Executive Officer, who uses cash flows as the primary measure to manage the business and does not segment the business for internal reporting or decision making. Accordingly, management has determined that there is only one reportable segment.
Number of reportable segments	1	1

Fixed Assets

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Property, Plant, and Equipment [Abstract]

Fixed Assets

Note 6. Fixed Assets, net

Fixed Assets

Fixed assets consist of the following (In thousands):

Schedule of Fixed Assets

	June 30, 2026			December 31, 2025
Furniture and equipment	$	34		$	10
Leasehold improvements		367			75
Total		401			85
Less: accumulated depreciation		(97	)		(32	)
Total fixed assets, net	$	304		$	52

Depreciation expense, calculated using the straight-line method, was approximately $26 thousand and $65 thousand for the three and six months ended June 30, 2026, respectively. Depreciation expense for the period from June 10, 2025 (Inception) through June 30, 2025 was $0.

Note 7. Fixed Assets

Fixed assets consist of the following:

Schedule of Fixed Assets

	December 31, 2025
Furniture and equipment	$	9,533
Leasehold improvements		75,049
		84,582
Less: accumulated depreciation		(32,469	)
Total fixed assets, net	$	52,113

Depreciation expense related to the Company’s fixed assets was $32,469 for the period from June 17, 2025 (inception) through December 31, 2025.

- Definition

The entire disclosure for property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
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+ Details

Schedule Of Market-based RSU (Details) - Market-based Restricted Stock Units [Member]	6 Months Ended
	Jun. 30, 2026 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Restricted Stock Units, Unvested \| shares	8,000,000
Weighted Average Grant Date Value, Unvested \| $ / shares	$ 2.13
Granted \| shares	4,356,450
Weighted Average Grant Date Fair Value, Granted \| $ / shares	$ 1.17
Forfeited \| shares
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares
Forfeited \| shares
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares
Number of Restricted Stock Units, Unvested \| shares	12,356,450
Weighted Average Grant Date Value, Unvested \| $ / shares	$ 1.75

Segment Information

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Segment Reporting [Abstract]

Segment Information

Note 14. Segment Information

The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”). The CODM reviews financial information on a consolidated basis for purposes of assessing performance, allocating resources, and making operating decisions. Accordingly, management has determined that the Company operates as one reportable segment.

The CODM primarily evaluates performance using consolidated net loss, cash flows, and liquidity measures. The CODM also reviews significant segment expenses that are regularly provided to the CODM, as presented in the table below to manage liquidity and assess progress against the Company’s operating plan. Total segment assets are consistent with total assets reported in the unaudited condensed consolidated balance sheets. The CODM also monitors the fair market value of the Company’s Bitcoin holdings in evaluating capital allocation and treasury management strategy.

Because the Company is focused on executing its growth strategy and is not currently generating significant revenue, resource allocation decisions are primarily based on liquidity management, operating expenditure, and capital allocation priorities.

The following table sets forth the Company’s significant segment expenses (in thousands):

	Three Months Ended			Six Months Ended			Period from June 10, 2025 (Inception) through
	June 30, 2026			June 30, 2026			June 30, 2025

Revenue	$	37		$	38		$	-

Operating Expenses
Payroll expenses		1,674			2,683			-
One-time bonus		5,000			5,000			-
Depreciation and amortization		1,210			1,249
Other operating expenses(1)		3,420			6,624			8
Stock-based compensation		3,723			7,263			-

Total Operating Expenses		15,027			22,819			8
Operating Loss		(14,990	)		(22,781	)		(8	)
Other Income (expense)
Unrealized (loss) gain on digital assets		(49,362	)		(154,829	)		14,296
Realized loss on digital assets		(2,676	)		(2,676	)		-
Change in fair value of convertible notes conversion feature		109			946			-
Realized loss on put option liability		-			(914	)		-
Gain on extinguishment of debt		-			5,933			-
Interest and dividend income		128			871			-
Interest expense		(760	)		(1,860	)		-
Change in fair value of derivative liability		-			-			10,330
Other (expenses) income, net		(52,561	)		(152,529	)		24,626

Net (Loss) Income Before Taxes		(67,551	)		(175,310	)		24,618

Income tax benefit		(2,504	)		(2,504	)		-

Net (Loss) Income		(65,047	)		(172,806	)		24,618

(1)

Includes other operating expenses such as professional fees, insurance, rent, and utility expenses.

Note 16. Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating officer decision maker (“CODM”) has been identified as the Chief Executive Officer, who uses cash flows as the primary measure to manage the business and does not segment the business for internal reporting or decision making. Accordingly, management has determined that there is only one reportable segment.

Additionally, the CODM reviews the fair market value of Bitcoin to measure and monitor value and determine the most effective strategy of investment.

Schedule of Fair Value of Bitcoin

As of

December 31, 2025

Digital Assets

441,791,316

The CODM assesses performance for the single1 segment and decides how to allocate resources based on net loss that also is reported on the consolidated statements of operations as net loss. As the Company is in the start-up phase, the CODM currently reviews general and administrative expenses to manage and forecast cash to ensure enough capital is available to achieve its business plan over the short-term period (ie less than a year). The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the consolidated statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

Schedule of Segment Expenses

For the period from

June 17, 2025

(inception) to

December 31, 2025

General and administrative

7,630,335

- Definition

The entire disclosure for segment reporting.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Schedule of Effective Income Tax Rate Reconciliation (Details)	1 Months Ended	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2026	Dec. 31, 2025
Income Tax Disclosure [Abstract]
U.S. federal statutory rate	0.00%	1.43%	21.00%
Change in fair value of conversion feature	1033000000.00%		40.80%
Change in valuation allowance			(61.80%)
Provision (benefit) for income taxes			0.00%

Commitments and Contingencies (Tables)

6 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Schedule of Option Transactions

The following table details the terms of the option transactions:

Schedule of Option Transactions

	December 23, 2025 option transaction		December 24, 2025 option transaction
Strike price	$	75,000	$	75,000
Put currency		200 BTC		430 BTC
Settlement		Deliverable		Deliverable

Debt (Tables)

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Debt Disclosure [Abstract]

Schedule of Convertible Note

The net carrying value of the Company’s outstanding debt consisted of the following, as of (In thousands):

Schedule of Outstanding Debt

	June 30, 2026			December 31, 2025
Convertible Notes due 2028	$	99,600		$	235,000
Discount, net (1)		(4,015	)		(11,387	)
Debt issuance costs, net (2)		(3,329	)		(9,441	)
Convertible Notes, net	$	92,256		$	214,172

(1)	Discount as of June 30,2026 consisted of $7.1 million of original issue discount and $4.6 million for the initial fair value of the embedded derivative, less accumulated amortization of $1.3 million, gain on debt extinguishment of $6.4 million.

(2)	Debt issuance costs as of June 30, 2026 consisted of $9.7 million in debt issuance costs, less accumulated amortization of $1.1 million and gain on debt extinguishment of $5.3 million.

The table below summarizes the outstanding Convertible Notes as of December 31, 2025, including the effects of discounts and debt issuance costs:

Schedule of Convertible Note

	December 31, 2025
Convertible Notes due 2028	$	235,000,000
Discount, net (1)		(11,387,249	)
Debt issuance costs, net (2)		(9,440,843	)
Convertible Notes, net	$	214,171,908

(1)

Discount as of December 31, 2025 consisted of $7,050,000 of original issue discount and $4,629,230 for the fair value of the embedded derivative less accumulated amortization of $291,981.

(2)

Debt issuance costs as of December 31, 2025 consisted of $9,682,916 in debt issuance costs less accumulated amortization of $242,073.

Schedule of Loan Maturities

The table below reflects the principal amount of loan maturities due over the next five years as of June 30, 2026 (In thousands):

	5-Year Loan Maturities Fiscal Year
	2026		2027		2028		2029		2030		Total
2028 Convertible Notes	$	-	$	99,600	$	-	$	-	$	-	$	99,600

The table below reflects the principal amount of loan maturities due over the next five years as of December 31, 2025:

Schedule of Loan Maturities

	5-Year Loan Maturities Fiscal Year
	2026		2027		2028		2029		2030		Total
2028 Convertible Notes	$	-	$	-	$	235,000,000	$	-	$	-	$	235,000,000

Schedule of Disaggregation of Interest Expense

The table below presents the disaggregation of interest expense for the period June 30, 2026 (In thousands):

	For the six-months ended June 30,2026
Debt discount amortization	$	1,017
Debt issuance cost amortization		843
Interest expense, net	$	1,860

The table below presents the disaggregation of interest expense for the period from June 17, 2025 (inception) through December 31, 2025:

	For the period from June 17, 2025 (inception) through December 31, 2025
Debt discount amortization	$	291,981
Debt issuance cost amortization		242,073
Interest expense	$	534,054

Commitments and Contingencies (Details Narrative) - USD ($)				1 Months Ended	6 Months Ended
	Dec. 31, 2025	Dec. 05, 2025	Dec. 03, 2025	Jun. 30, 2025	Jun. 30, 2026	Dec. 31, 2025	Dec. 24, 2025	Dec. 23, 2025
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Services agreement effective date						4 years
Receive aggregate common units	10,000,000					10,000,000
Shares issued for services, value
Conversion of stock shares converted		76.9			76.9
Premium put option contracts							$ 534,500	$ 534,500
Fair value of put option contracts	$ 428,236					428,236
Fair value of sold put option liability	106,264					$ 106,264
Derivative security	$ 4,645,780
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued for services				10,000,000		10,000,000
Shares issued for services, value						$ 10,000
Purchase of shares. value					$ 84,400,000
Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued for services, value
Business Combination Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued for services						10,000,000
Business Combination Agreement [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued for services, value						$ 10,000
Preferred Equity Subscription Agreement [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion of stock shares converted						64,562,500
Preferred Equity Subscription Agreement [Member] \| Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase of shares						51,650,000
Purchase of shares. price per share	$ 10.00					$ 10.00
Purchase of shares. value						$ 516,500,000
Sponsor Earnout Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued			8,333,333
Share price trigger event description			100% of the Earnout Founder Shares will vest and shall no longer be subject to the Sponsor Transfer Restrictions if the closing price of the Pubco Stock equals or exceeds $10.21 per share (as may be adjusted) for any 20 trading days within any consecutive 30-trading day period during the Earnout Period
BTC price trigger event description			100% of the Earnout Founder Shares will vest and shall no longer be subject to the Sponsor Transfer Restrictions if the BTC VWAP (as defined below) equals or exceeds $140,000 during any five-day period during the Earnout Period
Stock price per share	10.21					$ 10.21
Seller Earnout Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued			9,500,000
Share price trigger event description			100% of the Earnout Seller Shares will vest and shall no longer be subject to the Seller Transfer Restrictions upon a Share Price Trigger Event.
BTC price trigger event description			100% of the Earnout Seller Shares will vest and shall no longer be subject to the Seller Transfer Restrictions upon a BTC Price Trigger Event.
Stock price per share	$ 10.21					$ 10.21
Services Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued for services		10,000,000

Debt (Details Narrative) - USD ($)		6 Months Ended
Debt (Details Narrative) - USD ($)	Dec. 05, 2025	Jun. 30, 2026	Dec. 31, 2025
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Notes Payable	$ 235,000,000		$ 2,278,940
Conversion of Stock, Shares Converted	76.9	76.9
Conversion of Stock, Amount Converted	$ 1,000,000
Debt Instrument, Convertible, Conversion Price	$ 13.00	$ 13.00
Debt Instrument, Interest Rate, Stated Percentage	0.00%	0.00%
Debt Instrument, Term	36 months	36 months
Debt Instrument, Interest Rate, Effective Percentage			9.00%
Security Deposit			$ 145,239,552
Conversion amount			1,000
Convertible Note Subscription Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Notes Payable			$ 235,000,000
Percentage of aggregate purchase price			97.00%
Debt Instrument, Interest Rate, Effective Percentage	9.09%

Leases (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
Leases (Details Narrative) - USD ($)	Oct. 01, 2025	Feb. 28, 2026	Jun. 30, 2026	Dec. 31, 2025	Jun. 30, 2026	Dec. 31, 2025
Leases
Lease cost			$ 138,000	$ 19,600	$ 247,000
Lease cost					$ 20,000
Rent payments	$ 19,600	$ 27,000				$ 58,800
Rent abatement		$ 82,000

Digital Assets

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Intangible Asset, Goodwill and Other [Abstract]

Digital Assets

Note 4. Digital Assets

	As of June 30, 2026
	Quantity		Cost Basis		Fair Value
Bitcoin		5,355	$	493,260	$	313,378
Total			$	493,260	$	313,378

	As of December 31, 2025
	Quantity		Cost Basis		Fair Value
Bitcoin		5,000	$	466,797	$	441,791
Total			$	466,797	$	441,791

The following table presents a reconciliation of the fair values of the Company’s digital assets for the six months ended June 30, 2026 (In thousands):

	Fair value
Digital assets fair value as of December 31, 2025	$	441,791
Purchase of digital assets		35,953
Sales of digital assets		(6,861	)
Net unrealized loss on digital assets		(154,829	)
Realized loss on digital assets		(2,676	)
Digital assets fair value as of June 30, 2026	$	313,378

Note 5. Digital Assets

The following table sets forth the units held, cost basis and fair value of crypto assets held, as shown on the balance sheet as of December 31, 2025:

The cost basis represents the average cost at the time the Company purchased the Bitcoin.

	Quantity		Cost Basis		Fair Value
BTC		5,000.47	$	466,796,700	$	441,791,316
Total			$	466,796,700	$	441,791,316

	Fair value
Digital assets as of June 17, 2025 (inception)	$	—
Purchase of digital assets		983,296,700
Sale of digital assets		(462,036,316	)
Net realized loss on sale of digital assets		(54,463,684	)
Net unrealized loss on digital assets		(25,005,384	)
Digital assets fair value as of December 31, 2025	$	441,791,316

Organization

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Note 1. Organization

ProCap Financial, Inc. (the “Company” or “ProCap”) was founded in June 2025 and, together with its subsidiaries, is a U.S.-based modern finance company focused on developing technology-enabled products and services that leverage artificial intelligence (“AI”), data analytics, and automation to support financial analysis, investment research, and investor decision support. The Company’s mission is to help independent investors make money. Historically, the Company’s operations included investor-focused media, educational content, and strategic investments designed to support independent investors through digital platforms and other content offerings.

On December 5, 2025, the Company completed a business combination with Columbus Circle Capital Corp I (“CCCM”) (the “Transaction”), which was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). ProCap BTC, LLC (“ProCap BTC”) was determined to be the accounting acquirer and CCCM was treated as the acquired company for financial reporting purposes. The Company was deemed to be the accounting acquirer based on Accounting Standard Update No. 2025-03. Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which we early adopted. Following the Transaction, ProCap became the publicly traded parent company, and ProCap BTC became its operating subsidiary. As a result, the historical financial statements of ProCap BTC became the historical financial statements of the Company. Accordingly, the comparative financial information presented for periods prior to the Transaction, including the period from June 10, 2025 (inception) through June 30, 2025, reflects the historical results of ProCap BTC.

In April 2026, the Company expanded its strategic focus through investments in AI-enabled financial technology solutions designed to enhance portfolio analysis, financial planning, and investor decision support. As part of this initiative, the Company launched ProCap Insights, an agentic financial research offering, and acquired CFO Silvia, Inc. (“CFO Silvia”), an AI agent lab focused on finance. The acquisition was completed on April 6, 2026, (the “Acquisition Date”), and CFO Silvia became a wholly owned subsidiary of the Company, see Footnote 3 – CFO Silvia Acquisition for additional information.

The Company’s results of operations for the three and six months ended June 30, 2026 reflect continued investment in the development of its AI-enabled financial technology platform, strategic investments, Bitcoin holdings and the acquisition and integration of CFO Silvia.

Note 1. Organization

Description of Business

Procap Financial, Inc, together with its subsidiaries (collectively, the “Company” or “ProCap” or “Pubco”), formerly known as Columbus Circle Capital Corp I (“CCCM”), was incorporated in Delaware on June 17, 2025. The Company has two wholly owned subsidiaries, ProCap BTC, LLC and Columbus Circle Capital Corp I. The Company holds Bitcoin as its primary treasury reserve asset.

On December 5, 2025, the Company completed the business combination (the “Business Combination”) contemplated by the business combination agreement (the “Business Combination Agreement” and, together with the convertible note financing, the “Transactions”) by and among CCCM, ProCap, Crius SPAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Company Merger Sub”), ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”) and Inflection Points Inc d/b/a Professional Capital Management, a Delaware corporation (the “Seller”).

The Business Combination was accounted for as a reverse recapitalization in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). Under this method of accounting, although CCCM acquired the outstanding equity of the Company in the Business Combination, CCCM was treated as the “acquired company” and ProCap was treated as the accounting acquirer for financial statement purposes. Accordingly, the Business Combination was treated as the equivalent of ProCap issuing stock for the net assets of CCCM, accompanied by a recapitalization. The net assets of CCCM are stated at historical cost, with no goodwill or other intangible assets recorded.

Furthermore, the historical financial statements of ProCap became the historical financial statements of the Company upon the consummation of the merger. As a result, the financial statements included in this Annual Report reflect (i) the historical operating results of ProCap and Procap BTC prior to the merger; (ii) the combined results of CCCM and ProCap following the close of the merger; (iii) the assets and liabilities of CCCM at their historical cost and (iv) ProCap’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the merger. See Note 4 - Recapitalization for further details of the merger.

Schedule Of Time Based RSU (Details) - Time-based Restricted Stock Units [Member]	6 Months Ended
	Jun. 30, 2026 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Restricted Stock Units, Unvested \| shares	18,414
Weighted Average Grant Date Value, Unvested \| $ / shares	$ 2.13
Granted \| shares	3,353,832
Weighted Average Grant Date Fair Value, Granted \| $ / shares	$ 2.27
Forfeited \| shares
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares
Forfeited \| shares	(1,454,365)
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	$ 2.51
Number of Restricted Stock Units, Unvested \| shares	1,917,980
Weighted Average Grant Date Value, Unvested \| $ / shares	$ 2.09

Condensed Consolidated Statements of Cash Flows - USD ($)	1 Months Ended	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2026	Dec. 31, 2025
Cash flows from operating activities:
Net (loss) income	$ 24,618,000	$ (172,806,000)	$ (28,975,504)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Unrealized loss (gain) on digital assets	(14,296,000)	154,829,000
Gain on extinguishment of debt		(5,933,000)
Change in fair value of digital assets			25,005,384
Realized loss on put option liability		914,000	(106,264)
Change in fair value of conversion feature -preferred units			(56,298,500)
Change in fair value of convertible notes conversion feature		(946,000)	(2,350,290)
Realized loss on digital assets		2,676,000	54,463,684
Change in fair value of derivative liability	(10,330,000)		(106,264)
Stock based compensation		7,263,000	442,043
Depreciation and amortization expenses		1,249,000	32,469
Amortization of discount and debt issuance costs on Convertible Notes		1,860,000	534,054
Amortization of right-of-use asset		128,000
Changes in operating assets and liabilities:
Accounts receivable			(45,000)
Prepaid expenses and other current assets	(10,000)	483,000	(1,879,466)
Other current assets			(257,389)
Accounts payable and other current liabilities	6,000	(1,717,000)	1,829,984
Deferred tax liabilities		(2,504,000)
Escrow account	(1,000,000)
Due to investors	1,000,000
Other non-current assets		18,000
Lease liability		(55,000)
Deferred revenue			1,000
Due to related party	12,000		111,981
Net cash used in operating activities		(14,541,000)	(7,491,814)
Cash flows from investing activities:
Purchases of digital assets	(476,000,000)	(35,953,000)	(983,296,700)
Sales of digital assets		6,861,000	462,036,316
Acquisition of CFO Silvia, net of cash acquired		(1,326,000)
Purchases of fixed assets		(306,000)	(84,582)
Net cash used in investing activities	(476,000,000)	(30,724,000)	(521,344,966)
Cash flows from financing activities:
Proceeds from promissory note, related party			1,777,581
Payments of promissory note, related party			(1,889,562)
Payments of Convertible Notes		(119,152,000)
Purchase of derivative securities		(1,653,000)
Taxes paid on RSU vesting		(1,011,000)
Settlement of derivative securities		(578,000)
Proceeds from Convertible Notes, net of debt discount			227,950,000
Payment of debt issuance costs			(9,682,916)
Proceeds from derivative securities		889,000	534,500
Proceeds from issuance of preferred units	476,000,000
Proceeds from reverse recapitalization, net			12,190,671
Purchase of treasury stock		(12,753,000)	(2,846,627)
Proceeds from sale of preferred units, net			487,507,479
Proceeds from sale of preferred units by related party			8,157,113
Net cash (used in) provided by financing activities	476,000,000	(134,258,000)	723,698,239
Net decrease in cash and cash equivalents		(179,523,000)	194,861,459
Cash, cash equivalents, and restricted cash, beginning of period		194,861,459
Cash and cash equivalents, end of period		15,338,000	194,861,459
Cash			19,973,574
Cash equivalents		15,300,000	25,002,553
Restricted cash			149,885,332
Non-cash investing and financing activities:
Conversion of due to related party to a promissory note, related party	12,000		111,981
Initial recognition of conversion feature liability	56,299,000		4,629,230
Conversion of preferred units to common stock			56,298,500
Issuance of common units pursuant to the Investment Consulting and Marketing Services Agreement, as recasted			$ 10,000
Common stock issued as consideration for CFO Silvia Acquisition		(15,992,000)
Share-settled earnout consideration for CFO Silvia Acquisition		(5,933,000)
Contribution of digital assets for preferred units	32,000,000
Contribution of digital assets for preferred units, related party	$ 8,500,000

Schedule of Activity Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Dec. 31, 2025 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Restricted Stock Units, Unvested \| shares
Weighted Average Grant Date Value, Unvested \| $ / shares
Number of Restricted Stock Units, Granted \| shares	8,220,000
Weighted Average Grant Date Value, Granted \| $ / shares	$ 2.13
Number of Restricted Stock Units, Forfeited \| shares
Weighted Average Grant Date Value, Forfeited \| $ / shares
Number of Restricted Stock Units, Vested \| shares	(201,586)
Weighted Average Grant Date Value, Vested \| $ / shares	$ 2.11
Number of Restricted Stock Units, Unvested \| shares	8,018,414
Weighted Average Grant Date Value, Unvested \| $ / shares	$ 2.13

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2026	Dec. 31, 2025
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	550,000,000	550,000,000
Common stock, shares issued	94,651,912	85,166,604
Common stock, shares outstanding	88,574,486	84,327,208
Treasury stock, shares	6,077,426	839,396

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.9-03(20))
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
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-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

+ Details

- Definition

The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.

+ References + Details

- Definition

Number of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt.

+ References + Details

- Definition

Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480657/210-10-S50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

Liquidity and Capital Resources

Use of Estimates

Segment Information

Segment Information

Concentration of Credit Risk

Concentration of Credit Risk

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents.

Restricted Cash

Restricted Cash

Fixed Assets, net

Fixed Assets, net

Prepaid Expenses

Prepaid Expenses

Fair value measurement

Fair value measurement

Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 — Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly or indirectly.

Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Intangible Assets, net

Intangible Assets, net

Based on the carrying value of intangible assets at June 30, 2026, estimated amortization expense for the subsequent five years is as follows (in thousands):

	Amount
2026 (excluding the six months ended June 30, 2026)	$	2,369
2027		4,739
2028		4,739
2029		1,299
2030		152
2031		152
Thereafter		645
Intangible assets, net	$	14,095

Digital assets

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

Derivative Liabilities

Derivative Liabilities

Refer to Note 11 “Fair Value Measurements” for details regarding the fair values.

Revenue Recognition Policy

Revenue Recognition Policy

Accounts Receivable

Accounts Receivable

As of December 31, 2025, amounts due from one customer make up the total of accounts receivable.

Warrants

Warrants

Convertible Debt

Convertible Debt

Stock-based Compensation

Stock-based Compensation

Net Loss Per Share

Net Loss Per Share

The computation of basic and dilutive net loss per share for the period from June 17, 2025 (inception) through December 31, 2025 are as follows:

	For the period from June 17, 2025 (inception) through December 31, 2025

Numerator:
Net loss	$	(28,975,504	)

Denominator:
Weighted average number of shares of common stock outstanding, basic and diluted		73,685,031
Net loss per common stock, basic and diluted	$	(0.39	)

As of December 31, 2025, common stock equivalents not included in the computation of net loss per share because their effect would be antidilutive included the following:


Warrants (see Note 12)			12,852,500
RSUs (see Note 13)			8,220,000
Convertible Notes (see Note 8)			18,071,500
Total			39,144,000

Income taxes

Income taxes

Treasury Stock

Treasury Stock

Recent Accounting Pronouncements, recently adopted

Recent Accounting Pronouncements, recently adopted:

Recent accounting pronouncements

Recently Adopted Accounting Pronouncements:

ASU 2023-08 — Accounting for and Disclosure of Crypto Assets

The adoption of ASU 2023-08 did not have a material impact on the Company’s consolidated financial position or cash flows.

Recent Accounting Pronouncements, not yet adopted:

Business Combinations

Business Combinations

Goodwill

Goodwill

Leases

Leases

Recent Accounting Pronouncements, not yet adopted

Recent Accounting Pronouncements, not yet adopted:

Convertible Note

6 Months Ended

Jun. 30, 2026

Debt Disclosure [Abstract]

Convertible Note

Note 7. Convertible Note

The net carrying value of the Company’s outstanding debt consisted of the following, as of (In thousands):

Schedule of Outstanding Debt

	June 30, 2026			December 31, 2025
Convertible Notes due 2028	$	99,600		$	235,000
Discount, net (1)		(4,015	)		(11,387	)
Debt issuance costs, net (2)		(3,329	)		(9,441	)
Convertible Notes, net	$	92,256		$	214,172

(1)	Discount as of June 30,2026 consisted of $7.1 million of original issue discount and $4.6 million for the initial fair value of the embedded derivative, less accumulated amortization of $1.3 million, gain on debt extinguishment of $6.4 million.

(2)	Debt issuance costs as of June 30, 2026 consisted of $9.7 million in debt issuance costs, less accumulated amortization of $1.1 million and gain on debt extinguishment of $5.3 million.

Management determined the fair value of the Convertible Notes due 2028 as of June 30, 2026 and December 31, 2025 were $92.1 million and $225.7 million, respectively, based on an implied yield of 8.72% (Level 3 inputs). A change in those inputs to a different amount might result in a significantly higher or lower fair value measurement.

The table below presents the disaggregation of interest expense for the period June 30, 2026 (In thousands):

	For the six-months ended June 30,2026
Debt discount amortization	$	1,017
Debt issuance cost amortization		843
Interest expense, net	$	1,860

The Convertible Notes have a conversion rate of 76.9 shares per $1,000 equal to an approximately $13.00 conversion price, zero interest rate, maturity of up to 36 months, and are collateralized by certain Bitcoin assets. Under the indenture associated with the Convertible Notes, the Company must maintain at all times a 1.0:2.0 (loan-to-collateral ratio compliance level) times collateralization of the Convertible Notes using a mix of Bitcoin (with Bitcoin being valued at 50% for collateral calculation purposes), and cash and cash equivalents (with cash and cash equivalents being valued at 100% for collateral calculation purposes). As of June 30, 2026, the Company had 3,515 Bitcoin on deposit, of which only 3,404 Bitcoin were required to be used as collateral, at Anchorage Digital Bank, N.A as collateral for the Convertible Notes. The Company retains sole discretion and control over Bitcoin held as collateral. Lenders have no rights to sell, pledge and re-hypothecate this asset.

On February 9, 2026, the Company entered into privately negotiated note repurchase agreements with certain holders of its outstanding Convertible Notes and repurchased $135.4 million in aggregate principal amount for an aggregate cash purchase price of $119.2 million. Following the transaction, $99.6 million aggregate principal amount of Convertible Notes remained outstanding. The Company accounted for the transaction as a debt extinguishment and recognized a gain on extinguishment of debt of $5.9 million during the six months ended June 30, 2026.

The following table summarizes the net gain on the extinguishment of debt (In thousands):

	Gain on extinguishment of debt
Excess of the net carrying amount of the repurchased Convertible Notes	$	16,248
Derecognition of debt discount		(6,355	)
Derecognition of debt issuance costs		(5,269	)
Derecognition of conversion feature derivative liability		1,309
Total	$	5,933

The Company accounted for the cash payment as a financing activity in its unaudited condensed consolidated statement of cash flows.

The table below reflects the principal amount of loan maturities due over the next five years as of June 30, 2026 (In thousands):

	5-Year Loan Maturities Fiscal Year
	2026		2027		2028		2029		2030		Total
2028 Convertible Notes	$	-	$	99,600	$	-	$	-	$	-	$	99,600

Although the Convertible Notes mature in December 2028, the holders have the right to require the Company to repurchase all or a portion of Convertible Notes for cash at a price equal to 100% of outstanding principal amount anytime on June 5, 2027 (“Repurchase Date”). Because the Repurchase Date occurs within twelve months of June 30, 2026, the carrying amount of the Convertible Notes is presented as current in the unaudited condensed consolidated balance sheet. As of June 30, 2026, the Company held cash and cash equivalents of approximately $15.3 million and 5,355 Bitcoin with an aggregate fair value of approximately $313.4 million. The principal payments reflected in the contractual maturities table above assume that holders exercise their repurchase right on the Repurchase Date.

Stockholders’ Equity

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Equity [Abstract]

Stockholders’ Equity

Note 9. Stockholders’ Equity

On December 9, 2025, the board of directors of the Company (the “Board of Directors”) authorized a share repurchase program providing for the repurchase of up to $100.0 million of the Company’s Common Stock. During the three months and six months ended June 30, 2026, the Company repurchased 2,570,974 and 5,238,030 shares of Common Stock for $4.8 million and $12.8 million respectively, including commissions. During the three months ended June 30, 2026, the Company repurchased shares at an average price of $1.85 per share. As of June 30, 2026, approximately $84.4 million remained available under the repurchase program.

In connection with the CFO Silvia Acquisition, the Company recognized an equity-classified contingent consideration with a fair value of $5.9 million, which was recorded within additional paid-in capital as part of the purchase consideration. The arrangement provides for the issuance of a fixed number of the Company’s common shares upon the achievement of specified market-based conditions. See Note 3, CFO Silvia Acquisition, for additional information.

Note 12. Stockholders’ Equity

Preferred stock — The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. As of December 31, 2025, there were no shares of preferred stock issued and outstanding.

Common stock — The Company is authorized to issue 550,000,000 shares of common stock with a par value of $0.001 per share. As of December 31, 2025, there were 85,166,604 shares of common stock issued and 84,327,208 shares of common stock outstanding (see Note 4). Each share of common stock entitles the holder to one vote.

Treasury stock — On December 11, 2025, the Board of Directors of ProCap Financial, Inc. (the “Company”) approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase of up to $100 million of the Company’s outstanding shares of common stock, par value $0.001 per share (the “Common Stock”). Under the 2025 Repurchase Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The 2025 Repurchase Program does not obligate the Company to repurchase shares of Common Stock and the specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance metrics, market conditions, securities law limitations and other factors.

In connection with the 2025 Repurchase Program, on December 12, 2025, the Company entered into an Open Market Share Repurchase Agreement (the “Repurchase Agreement”) with TD Securities Inc. (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase shares of Common Stock in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act. The Repurchase Agreement will continue in effect until terminated by either the Company or the Broker, with or without cause, upon written notice to the other party. The Company will pay the Broker a commission at a rate of $0.02 for each share of Common Stock repurchased pursuant to the Repurchase Agreement.

As of December 31, 2025, the Company held 839,396 shares of treasury stock, which were acquired for an aggregate purchase price of $2,846,627, as reflected in the accompanying consolidated statements of cash flows.

Warrants — As part of CCCM’s initial public offering, CCCM issued warrants to third party investors where each whole warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the initial public offering CCCM completed the private sale of warrants where each warrant allows the holder to purchase one share of the Company’s common stock at $11.50 per share (the “Private Placement Warrants”). The warrants cannot be exercised until 30 days after the completion of the business combination, and will expire at 5:00pm, New York City time, December 5, 2030. As of December 31. 2025, there were 12,500,000 Public Warrants and 352,500 Private Placement Warrants.

Redemption of Warrants When the Price per Share Equals or Exceeds $18.00

The Company may redeem the outstanding warrants:

● in whole and not in part;

● at a price of $0.01 per warrant;

● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

● if, and only if, the last reported sale price (the “closing price”) of the common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the business combination and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 20
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479951/505-20-S50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 1
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-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

EPS

6 Months Ended

Jun. 30, 2026

Earnings Per Share [Abstract]

EPS

Note 10. EPS

The computation of basic and diluted net loss per share for the three and six months ended June 30, 2026 is as follows (In thousands, except for share and per share data):

	For the three months ended June 30, 2026
Numerator:
Net loss	$	(65,047	)
Denominator:
Weighted average number of shares of common stock outstanding, basic and diluted		89,394,753
Net loss per common stock, basic and diluted	$	(0.73	)

	For the six months ended June 30, 2026
Numerator:
Net loss	$	(172,806	)
Denominator:
Weighted average number of shares of common stock outstanding, basic and diluted		86,164,488
Net loss per common stock, basic and diluted	$	(2.01	)

As of June 30, 2026, the following potentially dilutive securities were excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive:

	For the three months ended
	June 30, 2026
Warrants		12,852,500
RSUs (See Note 11)		14,342,256
Convertible Notes		7,659,240
Total		34,853,996

The computation of basic and dilutive net income per common unit for the period from June 10, 2025 (inception) through June 30, 2025 is as follows (In thousands, except for share):

	For the Period
	from June 10,2025 through
	June 30, 2025
Basic EPS
Numerator:
Net Income	$	24,618

Denominator:
Weighted average number of shares of common stock outstanding-basic		3,809,524
Net income per common stock, basic	$	6.46

*Diluted EPS*
Numerator:
Net Income	$	24,618
Less: change in fair value of conversion feature	$	(10,330	)
Net Income, diluted	$	14,288
Denominator:
Weighted average number of shares of common stock outstanding-basic		3,809,524
Add: Preferred Units		24,595,238
Weighted average number of shares of common stock outstanding-diluted		28,404,762
Net income per common stock, diluted	$	0.50

Schedule of Lease Cost (Details) - USD ($)	3 Months Ended		6 Months Ended
Schedule of Lease Cost (Details) - USD ($)	Jun. 30, 2026	Dec. 31, 2025	Jun. 30, 2026
Earnings Per Share [Abstract]
Operating lease cost	$ 78,000		$ 128,000
Short-term lease cost	60,000		119,000
Total lease cost	$ 138,000	$ 19,600	$ 247,000

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Common Stock [Member] Previously Reported [Member]	Treasury Stock, Common [Member]	Treasury Stock, Common [Member] Previously Reported [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Previously Reported [Member]	Retained Earnings [Member]	Retained Earnings [Member] Previously Reported [Member]	Total	Previously Reported [Member]
Balance at Jun. 09, 2025
Balance, shares at Jun. 09, 2025
Treasury Stock, Balance shares at Jun. 09, 2025
Issuance of common units pursuant to the Investment Consulting and Marketing Services Agreement
Issuance of common units pursuant to the Investment Consulting and Marketing Services Agreement, shares		10,000,000
Net profit (loss)								24,618,000		24,618,000
Issuance of preferred units	$ 451,702,000									451,702,000
Issuance of preferred units, shares	50,800,000
Issuance of preferred units, related party	$ 8,500,000									8,500,000
Issuance of preferred units, related party, shares	850,000
Balance at Jun. 30, 2025	$ 460,202,000							24,618,000		484,820,000
Balance, shares at Jun. 30, 2025	51,650,000	10,000,000
Treasury Stock, Balance shares at Jun. 30, 2025
Balance at Jun. 16, 2025
Balance, shares at Jun. 16, 2025
Treasury Stock, Balance shares at Jun. 16, 2025
Issuance of common units pursuant to the Investment Consulting and Marketing Services Agreement		$ 10,000				(10,000)
Issuance of common units pursuant to the Investment Consulting and Marketing Services Agreement, shares		10,000,000
Sale of preferred units, net of equity issuance costs, as recasted		$ 63,500				487,443,979				487,507,479
Sale of preferred units, net of equity issuance costs, as recasted, shares		63,500,000
Sale of preferred units, net of equity of issuance costs, related party, as recasted		$ 1,063				8,156,050				8,157,113
Sale of preferred units, net of equity issuance costs, as recasted, shares		1,062,500
Issuance of stock upon consummation of the Business Combination		$ 10,604				12,180,067				12,190,671
Issuance of stock upon consummation of the Business Combination, shares		10,604,104
Conversion of preferred units to common stock at carrying amount						(56,298,500)				(56,298,500)
Stock-based compensation						442,043				442,043
Purchase of treasury stock				$ (2,846,627)						(2,846,627)
Purchase of treasury stock, shares				(839,396)
Net profit (loss)								(28,975,504)		(28,975,504)
Balance at Dec. 31, 2025		$ 85,000	$ 85,167	$ (2,847,000)	$ (2,846,627)	451,914,000	$ 451,913,639	(28,976,000)	$ (28,975,504)	$ 420,176,000	$ 420,176,675
Balance, shares at Dec. 31, 2025		85,166,604
Treasury Stock, Balance shares at Dec. 31, 2025				(839,396)						839,396
Purchase of treasury stock				$ (12,753,000)						$ (12,753,000)
Purchase of treasury stock, shares				(5,238,030)
Net profit (loss)								(172,806,000)		(172,806,000)
Stock-based compensation						7,263,000				7,263,000
Issuance of common stock upon settlement of RSU, net of tax		$ 1,000				(1,012,000)				(1,011,000)
Issuance of common stock upon settlement of RSU, net of tax, shares		1,068,357
Shares issued on acquisition of Silvia		$ 8,000				21,917,000				21,925,000
Shares issued on acquisition of Silvia, shares		8,416,951
Balance at Jun. 30, 2026		$ 94,000		$ (15,600,000)		480,082,000		(201,782,000)		$ 262,794,000
Balance, shares at Jun. 30, 2026		94,651,912
Treasury Stock, Balance shares at Jun. 30, 2026				(6,077,426)						6,077,426
Balance at Mar. 31, 2026		$ 85,000		$ (10,845,000)		454,443,000		(136,735,000)		$ 306,948,000
Balance, shares at Mar. 31, 2026		85,563,025
Treasury Stock, Balance shares at Mar. 31, 2026				(3,506,452)
Purchase of treasury stock				$ (4,755,000)						(4,755,000)
Purchase of treasury stock, shares				(2,570,974)
Net profit (loss)								(65,047,000)		(65,047,000)
Stock-based compensation						3,723,000				3,723,000
Stock-based compensation, shares
Issuance of common stock upon settlement of RSU, net of tax		$ 1,000				(1,000)
Issuance of common stock upon settlement of RSU, net of tax, shares		671,936
Shares issued on acquisition of Silvia		$ 8,000				21,917,000				21,925,000
Shares issued on acquisition of Silvia, shares		8,416,951
Balance at Jun. 30, 2026		$ 94,000		$ (15,600,000)		$ 480,082,000		$ (201,782,000)		$ 262,794,000
Balance, shares at Jun. 30, 2026		94,651,912
Treasury Stock, Balance shares at Jun. 30, 2026				(6,077,426)						6,077,426

Schedule of Fair Value of Bitcoin (Details) - USD ($)	Jun. 30, 2026	Dec. 31, 2025	Jun. 16, 2025
Segment Reporting [Abstract]
Digital Assets	$ 313,378,000	$ 441,791,316

Schedule of Proforma Information of Operations (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]
Revenue	$ 37	$ 38
Net loss	$ (67,549)	$ (178,713)

Fixed Assets (Tables)

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Property, Plant, and Equipment [Abstract]

Schedule of Fixed Assets

Fixed assets consist of the following (In thousands):

Schedule of Fixed Assets

	June 30, 2026			December 31, 2025
Furniture and equipment	$	34		$	10
Leasehold improvements		367			75
Total		401			85
Less: accumulated depreciation		(97	)		(32	)
Total fixed assets, net	$	304		$	52

Fixed assets consist of the following:

Schedule of Fixed Assets

	December 31, 2025
Furniture and equipment	$	9,533
Leasehold improvements		75,049
		84,582
Less: accumulated depreciation		(32,469	)
Total fixed assets, net	$	52,113

Schedule of Restricted Stock Unit (Details)	Dec. 31, 2025 $ / shares shares
Restricted Stock Units RSU One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	250,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 15.00
Restricted Stock Units RSU Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	250,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 17.50
Restricted Stock Units RSU Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	250,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 20.00
Restricted Stock Units RSU Four [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	250,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 22.50
Restricted Stock Units RSU Five [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	250,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 25.00
Restricted Stock Units RSU Six [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	500,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 27.50
Restricted Stock Units RSU Seven [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	500,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 30.00
Restricted Stock Units RSU Eight [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	500,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 32.50
Restricted Stock Units RSU Nine [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	500,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 35.00
Restricted Stock Units RSU Ten [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	500,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 37.50
Restricted Stock Units RSU Eleven [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	750,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 40.00
Restricted Stock Units RSU Twelve [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	750,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 42.50
Restricted Stock Units RSU Thirteen [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	750,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 45.00
Restricted Stock Units RSU Fourteen [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	1,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 47.50
Restricted Stock Units RSU Fifteen [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number \| shares	1,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 50.00

Schedule of Convertible Note (Details) - USD ($)

Jun. 30, 2026

Dec. 31, 2025

Debt Disclosure [Abstract]

Convertible Notes due 2028

$ 99,600,000

$ 235,000,000

Discount, net

^[1]

(4,015,000)

(11,387,249)

^[2]

Debt issuance costs, net

^[3]

(3,329,000)

(9,440,843)

^[4]

Convertible Notes, net

$ 92,256,000

$ 214,171,908

[1]	Discount as of June 30,2026 consisted of $
[2]	Discount as of December 31, 2025 consisted of $7,050,000 of original issue discount and $4,629,230 for the fair value of the embedded derivative less accumulated amortization of $291,981.
[3]	Debt issuance costs as of June 30, 2026 consisted of $9.7 million in debt issuance costs, less accumulated amortization of $1.1 million and gain on debt extinguishment of $5.3 million.
[4]	Debt issuance costs as of December 31, 2025 consisted of $9,682,916 in debt issuance costs less accumulated amortization of $242,073.

Schedule of Roll Forward Derivatve Liability (Details) - USD ($)	6 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at December 31, 2025	$ 2,279,000
Balance at June 30, 2026	23,000	$ 2,279,000
Derivative Financial Instruments, Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at December 31, 2025
Initial value as of June 23, 2025		56,298,500
Settlement of Derivative		(56,298,500)
Balance at June 30, 2026

Schedule of Outstanding Debt (Details) - USD ($)

Jun. 30, 2026

Dec. 31, 2025

Debt Disclosure [Abstract]

Convertible Notes due 2028

$ 99,600,000

$ 235,000,000

Discount, net

^[1]

(4,015,000)

(11,387,249)

^[2]

Debt issuance costs, net

^[3]

(3,329,000)

(9,440,843)

^[4]

Convertible Notes, net

$ 92,256,000

$ 214,171,908

[1]	Discount as of June 30,2026 consisted of $
[2]	Discount as of December 31, 2025 consisted of $7,050,000 of original issue discount and $4,629,230 for the fair value of the embedded derivative less accumulated amortization of $291,981.
[3]	Debt issuance costs as of June 30, 2026 consisted of $9.7 million in debt issuance costs, less accumulated amortization of $1.1 million and gain on debt extinguishment of $5.3 million.
[4]	Debt issuance costs as of December 31, 2025 consisted of $9,682,916 in debt issuance costs less accumulated amortization of $242,073.

Schedule of Future Minimum Lease Payments Under the Operating Lease (Details) $ in Thousands	Jun. 30, 2026 USD ($)
Earnings Per Share [Abstract]
2026 (remaining six months)	$ 163
2027	328
2028	328
2029	274
Total future minimum lease payments	1,093
Less: present value discount	(59)
Present value of lease liability	$ 1,034

Related Party Transactions

6 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Related Party Transactions

Note 16. Related Party

Related Party Transactions

Prior to the CFO Silvia Acquisition, Inflection Points Inc., an entity controlled by Anthony Pompliano, the Company’s CEO, was the majority owner of CFO Silvia. Accordingly, Inflection Points Inc. was also a selling shareholder in the CFO Silvia Acquisition and received $14.0 million of the total acquisition consideration, consisting of $8.1 million of closing equity consideration and $5.9 million of contingent earnout consideration. The contingent earnout shares underlying the contingent consideration are issuable upon the achievement of specified market-based conditions, including the Company’s common stock reaching trading price at or above $9.00 per share.

In addition, CFO Silvia was party to two promissory notes payable to Inflection Points Inc., an entity controlled by the Company’s Chief Executive Officer. The outstanding principal balance of the notes were $2.4 million as of the Acquisition Date. In connection with the CFO Silvia Acquisition, cash consideration of $1.4 million was used to repay one of the notes, and the remaining $1.0 million note was assumed by the Company and repaid following the acquisition. No amounts remained outstanding as of June 30, 2026.

Note 15. Related Party Transactions

As part of the Preferred Equity Subscription Agreements, Inflection Points purchased 850,000 preferred units for $8,500,000. Refer to Note 14 for additional information.

As part of the Services Agreement Inflection Points received 10,000,000 shares of common stock. Refer to Note 14 for additional information.

On June 30, 2025, the Company entered into a promissory note (the “Promissory Note”) with Inflection Points, an entity under common control, for a principal sum of up to $1,000,000. On July 11, 2025, the Company entered into an amended and restated promissory note, to ensure the Company and Procap BTC are listed as recipients of the funds. On October 5, 2025, the Company entered into the second amended and restated the promissory note, to increase the allowable principal draws to be up to $2,000,000. During the period from June 17, 2025 (inception) through December 31, 2025, the Company received $1,777,581 of proceeds from the related-party Promissory Note and made $1,889,562 of repayments, as reflected in the accompanying consolidated statements of cash flows. In addition, $111,981 of amounts due to a related party were converted into the Promissory Note, which is presented as a non-cash financing activity. The Promissory Note bears no stated interest and was payable on the earlier of May 31, 2026 or the date on which the Company consummated the business combination. On December 5, 2025, in connection with the closing of the Business Combination, the Company repaid the outstanding balance of the Promissory Note. As of December 31, 2025, the outstanding balance on the Promissory Note was $0.

On October 1, 2025, the Company entered into a commercial sublease agreement with Inflection Points. The sublease terms allow the Company to occupy the premises on a month-to month arrangement starting on October 1, 2025, and ending upon notice of 60 days from either party to the other party. The monthly rent payment under the agreement is $19,600. For the period from June 17, 2025 (Inception) through December 31, 2025, the Company recorded $58,800 of rent expense in the consolidated statement of operations.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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